ENNORE COKE LIMITED ANNUAL REPORT 2011-2012 BOARD OF DIRECTORS Mr. Ganesan Natarajan - Whole Time Director Mr. R. Ramakrishnan - Director Mr. Rajeev Agarwal - Director Mrs. Uma Karthikeyan - Director Mr. M. Aravind Subramaniam - Director COMPANY SECRETARY & CHIEF FINANCIAL OFFICER K. Rajagopal AUDITORS M/s. Sreedhar, Suresh & Rajagopalan Chartered Accountants Chennai BANKERS Union Bank of India, IFB, Chennai - 600 034 State Bank of India, Overseas Branch, Kolkata - 700 001 State Bank of Hyderabad, IFB, Chennai - 600 001 Allahabad Bank, International Branch, Chennai - 600 002 Axis Bank Ltd., Haldia, West Bengal - 721 602 Indian Overseas Bank, Cathedral Branch, Chennai - 600 002 REGISTERED OFFICE 3rd Floor, Egmore Benefit Society Building, No. 25, Flowers Road, Kilpauk, Chennai - 600 084 REGISTRAR Cameo Corporate Services Ltd Subramaniam Building #1, Club House Road, Chennai - 600 002. 01 ECL ar 2012.pmd 01/09/2012, 3:51 PM 1
Transcript
ENNORE COKE LIMITED ANNUAL REPORT 2011-2012
BOARD OF DIRECTORS Mr. Ganesan Natarajan - Whole Time Director
BANKERS Union Bank of India, IFB, Chennai - 600 034
State Bank of India, Overseas Branch, Kolkata - 700 001
State Bank of Hyderabad, IFB, Chennai - 600 001
Allahabad Bank, International Branch, Chennai - 600 002
Axis Bank Ltd., Haldia, West Bengal - 721 602
Indian Overseas Bank, Cathedral Branch,Chennai - 600 002
REGISTERED OFFICE 3rd Floor, Egmore Benefit Society Building,
No. 25, Flowers Road,
Kilpauk, Chennai - 600 084
REGISTRAR Cameo Corporate Services LtdSubramaniam Building#1, Club House Road,Chennai - 600 002.
01 ECL ar 2012.pmd 01/09/2012, 3:51 PM1
ENNORE COKE LIMITED
Sl. No. PARTICULARS Page No.
1. Notice to Shareholders 1
2. Directors’ Report 3
3. Management Discussion and Analysis Report 7
4. Corporate Governance Report 8
5. Auditors’ Report 21
6. Balance Sheet 24
7. Statement of Profit & Loss 25
8. Significant Accounting Policies 26
9. Notes to the Financial Statements 29
10. Cash Flow Statement 46
CONTENTS
01 ECL ar 2012.pmd 01/09/2012, 3:51 PM2
ENNORE COKE LIMITED
1
NOTICE OF TWENTY SEVENTH ANNUALGENERAL MEETINGNOTICE IS HEREBY GIVEN THAT THE TWENTYSEVENTH ANNUAL GENERAL MEETING OF ENNORECOKE LIMITED WILL BE HELD ON WEDNESDAY, THE26th SEPTEMBER, 2012 AT 10.15 A. M. AT MINI HALL,SRI KRISHNA GANA SABHA, 20, MAHARAJAPURAMSANTHANAM ROAD, T. NAGAR, CHENNAI – 600 017 TOTRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited BalanceSheet as at March 31, 2012 and the Profit and LossAccount of the Company for the year endedMarch 31, 2012, together with the Directors’ Reportand the Auditors’ Report thereon.
2. To appoint a Director in the place of Mr. RajeevAgarwal who retires by rotation and being eligible,offers himself for reappointment.
3. To appoint Auditors and fix their remuneration –
RESOLVED THAT pursuant to the provisions ofSection 224 (1) of the Companies Act, 1956,M/s. Sreedhar Suresh & Rajagopalan, CharteredAccountants (Firm Regn. No. 003957S), Chennaibe and are hereby reappointed as the StatutoryAuditors of the Company to hold office from theconclusion of this meeting until the conclusion ofthe next Annual General Meeting of the Companyon such remuneration as may be fixed on this behalfby the Board of Directors of the Company.
Place : Chennai By Order of theDate : 13th August, 2012 Board of Directors
Registered Office: K. RAJAGOPALEnnore Coke Ltd. Company Secretary & CFO3rd Floor, Egmore BenefitSociety Building,No. 25, Flowers Road,Kilpauk, Chennai - 600 084
Notes :
1. A member entitled to attend and vote at the meetingis entitled to appoint a proxy and vote instead ofhimself and the proxy need not be a member of theCompany. Proxy to be valid should be depositedwith the Company not later than forty eight hoursbefore the time for holding the meeting.
2. The Register of Members and Share Transfer Booksof the Company will remain closed on Wednesdaythe 26th Day of September, 2012.
3. Members/Proxies should bring their Attendance Slipduly completed for attending the meeting. Thesignature on the attendance slip should match withthe signature(s) registered with the Company.Members holding shares in dematerialised form arerequested to bring their Client ID and DP ID numbersfor identification.
4. Members are requested to intimate any change inaddresses, if any, immediately to the Company atits Registered Office.
5. The Register of Directors’ Shareholding maintainedunder Section 307 of the Companies Act, 1956, willbe available for inspection of the members at thevenue of the Annual General Meeting.
6. The Register of Contracts maintained underSection 301 of the Companies Act, 1956, will beavailable for inspection of the members at theRegistered Office of the Company.
7. Members are requested to bring their copies ofAnnual Report to the meeting. The Attendance slipsduly completed should be handed over at theentrance of the meeting hall.
Place : Chennai By order of theDate : 13th August, 2012 Board of Directors
Registered Office: K. RAJAGOPALEnnore Coke Ltd. Company Secretary & CFO3rd Floor, Egmore BenefitSociety Building,No. 25, Flowers Road,Kilpauk, Chennai - 600 084
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM1
ENNORE COKE LIMITED
2
DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING(Pursuant to Clause 49 (IV)(G) of the Listing Agreement)
Profile of the Director seeking re-appointment
Mr. Rajeev Agarwal
Rajeev Agarwal is a Practicing Chartered Accountanthaving more than 27 years of experience in Financeand Taxation. He is running a firm which has a largeclientele base which includes lots of softwarecompanies.
He was appointed as an Additional Director of theCompany on 16th January, 2006.
He is not a Member of any of the Committees of theBoard of Directors of the Company.
He holds 71,816 shares in the Company.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM2
ENNORE COKE LIMITED
3
Directors’ ReportYour Directors have pleasure in presenting the TwentySeventh Annual Report together with the accounts ofyour Company for the year ended March 31, 2012.
FINANCIAL HIGHLIGHTS(Rupees in Lacs)
Particulars 2011-2012 2010-2011
Revenue 63793.83 68597.12
Profit before Interest,Depreciationand Tax 4314.09 65247.04
Interest & FinanceCharges 2330.41 2860.35
Depreciation 1499.63 946.83
Provision for Tax 200.16 267.86
Deferred Tax 82.18 (10.73)
Net Profit for the year 201.71 485.04
Accumulated ProfitBrought forward
from Balance Sheet 1419.79 934.74
Total Distributable profit 1621.50 1419.79
Dividend Nil Nil
Dividend Tax Nil Nil
Profit Carried over to theBalance Sheet 1621.50 1419.79
OPERATIONS & FUTURE PROSPECTSAs stated in the earlier years Directors' Report, theCompany had commissioned the Coke Oven Batteriesin the year 2010. Further, as stated in the Letter of Offer,the Company had successfully commissioned andcommenced power production during August, 2011.
To improve the output of the coke it has been decidedto redesign the ovens. After extensive review andintrospection it has been decided to replace the existingoven batteries to cater to the new techniques ofproduction.
The Company has halted operation of the plant andthe after implementation of new facilities the powerproduction will recommence.
From the third quarter of 2012-13 the Company hopesto commence power production.
Your Company is constantly pursuing the goal ofreaching half a million tonnes of production and ishopeful of achieving a good part of the same in 2012-13.
Your Company is also planning to commence exportsto Pakistan.
DEPOSITORY SYSTEM
Your Company’s Equity Shares are available indematerialised form through National SecuritiesDepository Limited (NSDL) and Central DepositoryServices (India) Ltd. (CDSL). As at 31st March 2012,99.24% of the Equity Shares of the Company wereheld in demat form.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance andoutlook of the Company and its business is given inthe Management Discussion and Analysis Report,which forms a part of this Report.
BUSINESS REVIEW
During the year your Company has carried out tradingin coal and coke, especially, lumpy coke, where themargins were high even though the receivable durationwas beyond banking sanctions and norms. The marketwas not buoyant throughout the year and it resulted ina lesser turnover compared to last year.
However your Company had taken all steps to reducethe cost and neutralise that effect.
DIVIDEND
Considering the significant expansion plans of yourCompany which require substantial investments, theBoard of Directors think it prudent not to recommenddeclaration of dividend for the year.
DEPOSITS
The Company has not accepted any deposits eitherfrom the shareholders or public within the meaning ofThe Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS
Mr. Rajeev Agarwal, retires by rotation at the ensuingAnnual General Meeting, being eligible, offers himselffor re-appointment.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM3
ENNORE COKE LIMITED
4
During the year, Mrs. Vathsala Ranganathan,Managing Director retired from the Board of Directorsof the Company with effect from 2nd March, 2012.
Mr. Ganesan Natarajan was appointed as the WholeTime Director of the Company under Section 198, 269309, 310 of the Companies Act, 1956 for a period offive years from 1st August, 2008 to 31st July, 2013.
During the year, Mr. R. Anantha Rama Krishnan andMr. V. Kannan resigned from the Board of Directors ofthe Company with effect from 7th March, 2012.
The Board wishes to place on record appreciationof the services rendered by Mr. R. Anantha RamaKrishnan & Mr. V. Kannan.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Section 217 (2A)of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975, as amended,the name and other particulars of the employees isset out in Annexure-1 to this Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA)of the Companies Act, 1956, with respect to Directors’Responsibility Statement, it is hereby confirmed that:
(i) that in the preparation of the annual accounts, theapplicable accounting standards had beenfollowed along with proper explanation relating tomaterial departures;
(ii) that the directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of thestate of affairs of the Company at the end of thefinancial year and of the profit of the Company forthat period;
(iii) that the directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
(iv) that the directors had prepared the annualaccounts on a going concern basis.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirementsand disclosures with respect to the Code of Corporate
Governance as required under Clause 49 of the ListingAgreement entered into with the Stock Exchange. AReport on Corporate Governance along with aCertificate from the Auditors forms a part of this Report.
ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars relating to energy conservation,technology absorption, foreign exchange earnings andoutgo, as required to be disclosed under Section217(1)(e) of the Companies Act, 1956 read with theCompanies (Disclosure of Particulars in the Report ofBoard of Directors) Rules, 1988 are provided as“Annexure 2” to this Report.
AUDITORS
M/s. Sreedhar, Suresh & Rajagopalan, CharteredAccountants, Chennai, the Statutory Auditors of theCompany retire at the ensuing Annual General Meetingand are eligible for reappointment.
Audit Report and Explanation underSection 217(3) of the Companies Act, 1956
The Auditors’ Report is self explanatory and does notrequire any further comments under Section 217 (3)of the Companies Act, 1956, except that :
Point 5(e) of the Auditors’ Report
With reference to the Auditors qualification relating toother income, the Company has initiated a process toaddress the issue of confirmation / information byrefining the documentation procedures andstrengthening the internal control measures throughimplementation of integrated ERP system. With respectto pending confirmation and reconciliation, theCompany is in the process of obtaining such balanceconfirmations from parties with significant balances thatare due from / receivable by the Company andperforming reconciliation wherever required. In theopinion of the management, there will not be any impacton profit on completion of above process.
Point (vii) of the Annexure to the Auditors’ Report
The Company is in the process of expanding the scopeand coverage of the Internal audit system in theongoing financial year.
Point (viii) of the Annexure to the Auditors’ Report
The Company is in the process of regulating allstatutory remittances to the concerned department. Asignificant level of taxes have been paid subsequently.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM4
ENNORE COKE LIMITED
5
On behalf of the boardFor ENNORE COKE LIMITED
Place : Chennai Sd/- Sd/-Date : 13th August 2012 Whole-time Director Director
ANNEXURE - 1 TO THE DIRECTORS’ REPORT
Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rules, 1975, and forming part of the Directors Report for the year ended March 31, 2012
Employee Name Designation Qualification Age Joining Date Experience Gross Previous(in years) Remuneration Employment
(Rs. P.M.) andDesignation
Mr. Anupam Mittal* Chief Executive B.Tech 54 1st July, 2011 28 5,40,870/- Jindal SteelOfficer (Metallurgical) and Power
Ltd. BusinessHead (MiddleEast)
Notes : Remuneration comprises basic Salary, Allowances and taxable value of perquisites.
None of the employees is related to any Director of the Company.
None of the employees owns more than 2% of the outstanding shares of the Company as onMarch 31, 2012
* resigned wef 15th May, 2012.
APPRECIATION & ACKNOWLEDGEMENTS
The Directors wish to thank all the bankers for theircontinued assistance and support. The Directors alsowish to thank the Shareholders of the Company fortheir continued support even in the global recession.
Further the Directors also wish to thank the customersand suppliers for their continued cooperation andsupport. The Directors further wish to place on recordtheir appreciation of employees at all levels for theircommitment and their contribution.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM5
ENNORE COKE LIMITED
6
ANNEXURE - 2ANNEXURE TO THE DIRECTORS' REPORT
Information pursuant to Section 217 (1) (e) of theCompanies Act, 1956 read with the (CompaniesDisclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988 in respect of conservation ofenergy, technology absorption, foreign exchangeearnings and outgo
A. CONSERVATION OF ENERGY
The Company has implemented non recovery cokeoven facility of capacity 1,30,000 MT per annumand is in the verge of integrating it with 12MW wasteheat power generation facility at Haldia. The cokemaking facility through non recovery coke oventechnology and generation of electricity using thewaste heat from waste gases of the coke ovenswould contribute towards reduction of emissions ofclean gases to atmosphere when compared withBy Product recovery type coke making facility andproduction of the same power through a basetechnology of conventional coal based thermalpower plant.
1. The coke making process when integrated withCo- generation power plant facility qualifies as aClean Development Mechanism under KYOTOPROTOCOL of United Nations Frame Work.
2. Energy saving through installation of EnergySaving motor.
3. By replacing existing street lights by LightEmitting Diod (LED) types.
B. TECHNOLOGY ABSORPTION
1. Specific Areas in which R&D is carried out bythe Company
The Company has not carried out any specific R&Dactivities.
2. Benefits derived as a result of above R&D
The Company has not carried out any R&Dactivities hence the question of receiving benefitsdoes not arise.
3. Future Plan of action
Under process of implementation.
4. Expenditure on R & D - NIL
C. FOREIGN EXCHANGE EARNINGS AND OUT GO 2011-12 2010-11
(a) Expenditure inForeign Currency
Travel 42,30,831 18,05,890
(b) Value of Imports(CIF basis)
Raw Material – 27,27,20,617
Traded Goods 5,20,54,177 74,94,69,105
35,20,54,177 102,21,89,722
(c) Earnings inForeign Exchange
Export Sale 1,36,21,405 1,42,54,60,133
Remittance ofDividends Nil Nil
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM6
ENNORE COKE LIMITED
7
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Company Overview and Areas of Business inFuture
Your Company plans to reach a production capacity ofhalf million tonnes per annum during 2012-13. It hasalready identified new units and those will be inoperations soon. Markets in Orissa, Dhanbad will betapped. Your Company is also exploring possibilitiesof strategic partnership with International Coke Playersand also your Company has identified storage spaceat various ports so as to buy coking coal in bulk quantity.Further, the advent of revenue from Power generationin 2012-13 will be an added advantage.
Economic scenario Industry structure andDevelopmentThe annual dependence on imports is expected to bearound 27 Million MT. In India only weak type of CokingCoal is available. In the current scenario the prices ofCoking Coal from Australia is touching new peak.Coking Coal is a challenge because of size and volume.In the prevailing circumstances the Company has takensteps to stock adequate quantity of the Coking Coal atat competitive prices because of volume and also hasfinalised storage spaces in ports equidistant from thevarious production facilities of the Company so that thecost of transportation is optimised. It is estimated thatthe deficit of Coking Coal in 2015 will be 25 Million MTper annum.
Future of Coke IndustryIn any developing economy, infrastructure anddevelopment is inevitable. This applies to the Indianscenario also.In 2011-12 the coal and coke industry inparticular did not do well partly because of thegovernment policy on iron ore and partly due to theweakening Rupee against dollar. But 2012-13 thingshave started looking up and the steel plants have alsostarted to outsource their requirements. Chineseexports have not picked up even after the Olympics in2008. In such a scenario, the Indian Coke Industryshould rise to the accession and fill up that vacuum.
Challenges of Coke industryThe Government of India has already taken steps toimprove infrastructural conditions in India. In particular,dredging of ports have become top priority. Becauseof this, the material is downloaded at another nearbyport which leads to increased transportation cost.Similarly, the Government is in the process of dredgingthe wide rivers so that the transportation costs are
expected to come down. Further, this will also helpGovernment and Entrepreneurs to set up CokeIndustries near rivers.
In the existing ports, berthing facilities needs toenhanced and regulated. Increase in railway rakes isanother area which is being addressed. When iron oreexports dipped, the number of rakes coming into theports carrying iron ore also dipped and consequentlythe port authorities found it extremely difficult to allotrailway rakes for outward movement to transportmaterials which have been downloaded at that port.Further, internal logistics cost and pilferage needs tobe controlled at the downloading point.
OPPORTUNITYa) Fully Integrated Coke and Power Plant means no
input cost for power
b) Low Transmission Cost
c) Stamp Charging technique to improve yield
d) Multi-Coal blending facilities needed to use multiplecoal blends which leads to reduction in coal cost
e) Export potential and huge domestic demand
STRENGTHS
a) Lateral Expansion of capacities reduces the per unitcost of Coke.
b) Environment friendly Technology
c) Possibility of Incentives/Subsidies from Government
d) Minimum Inventory holding time because of utilizingexternal capacities
WEAKNESS
a) Possibility of statutory levies in future
b) Scarcity and/or increase in price of Raw Material
THREATS
a) Change in Govt Policy affecting the price andavailability of Raw Material and Finished Goods
b) Recession
c) Currency Fluctuation
d) Strategy of China on pricing and Export
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM7
ENNORE COKE LIMITED
8
i) None of the Directors on the Board is a member inmore than 10 mandatory committees and Chairmanof more than 5 Committees (as specified in Clause49 of the Listing Agreement) across all companiesin which he / she is a Director.
ii) The independent Directors have confirmed that theysatisfy the criteria of independence as stipulated inthe amended clause 49 of the Listing Agreement.
Board meetings held during the year
During the year 2011- 12, Six Board Meetings wereheld on 24th May, 2011, 13th August, 2011,23rd September, 2011, 12th November, 2011,14th February, 2012 and 28th March, 2012.
COPORATE GOVERNANCE REPORT(As required by Clause 49 of the Listing Agreement with Stock Exchanges)
Company's Philosophy on Corporate Governance
Ennore Coke's Philosophy on Corporate governanceenshrines the attainment of the highest level oftransparency, integrity, accountability of themanagement and equity in all facets of its operationsand in all interactions with its stakeholders includingshareholders, employees, the Government, lenders andall others concerned.
The Company is committed to values and ethicalbusiness conduct and a high degree of transparencyin the area of Corporate Governance. The Companybelieves that all its operations and actions must serve
Name ot the Director Category Attenance No. of other Directorships, CommitteeParticulars Memberships / Chairmanships
Board AttendanceMeetings at last Other Committee Committeeattended AGM Directorship Membership Chairmanship
G. Natarajan WTD 1 Yes 2 – –
R. Ramakrishnan NED, ID 6 Yes 3 2 1
M. Aravind Subramaniam NED, ID 5 Yes – – –
Uma Karthikeyan NED, ID 3 No 2 1 –
Rajeev Agarwal NED, ID 0 No 1 – –
NED - Non - Executive Director, ID- Independent Director, WTD- Whole Time Director
the underlying goal of enhancing overall shareholdervalue over a sustained period of time.
Board of Directors
The Board of Directors comprises of Whole time directorand 4 non-executive directors.
The composition of Directors, their attendance atthe Board Meetings during the year and the lastAnnual General Meeting and also number of otherdirectorships and committee memberships are givenbelow:
Membership Term
The Board periodically recommends the shareholdersabout re-appointments as per statue. The provisionsof the Companies Act, 1956 requires the retirement ofone third of the Board Members (who are liable to retireby rotation) to retire every year, and qualifies the retiringmembers for re-appointment upon completion of theirterm.
Compensation Policy
The Remuneration Committee determines andrecommends to the Board, the compensation payableto the Executive Directors. All board-levelcompensation will be approved by the shareholdersand are separately disclosed in the financial statements.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM8
ENNORE COKE LIMITED
9
meetings in a financial year of the Companyand not more than four months shall elapsebetween two such meetings.
3. The quorum of the meeting of the committeeshall be either two members or one third of thetotal number of members of the auditcommittee whichever is higher provided thatat least two independent directors shall bepresent in the meeting
4. The Committee shall invite such executives,as it considers appropriate (and particularly thehead of the finance function), but at times itmay also meet without the presence of anyexecutives of the company.
5. All regulations pertaining to the meetings ofthe committees of the board as contained inthe Articles of Association of the company inso far as they are not repugnant to the contextand meeting of the provisions contained herein,shall mutatis-mutandis, apply to the meetingsof this committee.
6. The minutes of the committee meetings shallbe placed before the board and shall be notedby the directors.
7. The Company Secretary shall act as thesecretary to the committee.
2. Powers of the Audit Committee.1. To investigate into any matter in relation to the
items specified in section 292A of theCompanies Act, 1956 or in the reference madeto it by the board and for this purpose thecommittee shall have full access to informationcontained in the records of the company.
2. To seek information from any employee.
3. To obtain outside legal or other professionaladvice.
4. To secure the attendance of outsiders withrelevant expertise, if it considers necessary.
3. Role of Committee1. Oversight of company’s financial reporting
process and disclosure of its financialinformation to ensure that the financialstatement is correct, sufficient and credible.
2. Recommending to the board the appointment,re-appointment and if required, the removal ofthe statutory auditor, fixation of audit fees.
3. Approval of payment to statutory auditors forany other services rendered by the statutoryauditors.
Committees of the Board
The Board has 4 Committees viz., Audit Committee,Share Transfer and Investors Grievance Committee,Remuneration and Compensation Committee andBorrowing Committee.
Audit CommitteePursuant to the provision of Section 292A of theCompanies Act, 1956 and Clause 49 of the ListingAgreement, the Company constituted an AuditCommittee. All the members of the Audit Committeeare Independent and Non-Executive Directors.
During the year, Five Audit Committee meetings wereheld on 24th May, 2011, 13th August, 2011,12th November, 2011, 14th February, 2012 and28th March, 2012.
The attendances of Audit Committee Meetings wereas follows:
S. Name of the Designation AuditNo. Director Committee
Meetingattendedduring2011-12
1 R. Ramakrishnan Chairman 5
2 M. Aravind Subramaniam Member 4
3 Uma Karthikeyan Member 3
4 R. Anantha Rama Krishnan* Member 4
* - resigned with effect from 7th March, 2012.
The Audit Committee is vested with the followingpowers as per the terms of reference as prescribedunder Clause 49 of the Listing Agreement with StockExchange and Section 292A of the Companies Act,1956, besides other terms as may be referred to by theBoard of Directors from time to time.
Powers and Roles of audit committee:1. The regulations governing the committee are:
1. The Committee should have a minimum ofthree directors. Two-thirds of the members ofaudit committee shall be independent directors.All of them shall be non-executive directorswho are financially literate and at least onedirector shall have financial and accountingknowledge.
2. The Committee shall meet periodically, as itdeems fit, and in any case, have at least four
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM9
ENNORE COKE LIMITED
10
4. Reviewing with the management, the annualfinancial statements before submission to theboard for approval, with particular referenceto:1. Matters required to be included in the
Director’s Responsibility Statement to beincluded in the Board’s report in terms ofclause (2AA) of section 217 of theCompanies Act, 1956
2. Changes, if any, in accounting policies andpractices and reasons for the same
3. Major accounting entries involvingestimates based on the exercise ofjudgment by management
4. Significant adjustments made in thefinancial statements arising out of auditfindings
5. Compliance with listing and other legalrequirements relating to financialstatements
6. Disclosure of any related party transactions7. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterlyfinancial statements before submission to theboard for approval.
6. Reviewing, with the management, thestatement of uses / application of funds raisedthrough an issue (public issue, rights issue,preferential issue, etc.), the statement of fundsutilized for purposes other than those statedin the offer document/prospectus/notice andthe report submitted by the monitoring agencymonitoring the utilization of proceeds of a publicor rights issue, and making appropriaterecommendations to the Board to take up stepsin this matter.
7. Reviewing, with the management, performanceof statutory and internal auditors, andadequacy of the internal control systems
8. Reviewing the adequacy of internal auditfunction, if any, including the structure of theinternal audit department, staffing and seniorityof the official heading the department, reportingstructure coverage and frequency of internalaudit.
9. Discussion with internal auditors any significantfindings and follow up there on.
10. Reviewing the findings of any internalinvestigations by the internal auditors intomatters where there is suspected fraud orirregularity or a failure of internal control
systems of a material nature and reporting thematter to the board.
11. Discussion with statutory auditors before theaudit commences, about the nature and scopeof audit as well as post-audit discussion toascertain any area of concern.
12. To look into the reasons for substantial defaultsin the payment to the depositors, debentureholders, shareholders (in case of non paymentof declared dividends) and creditors.
13. To review the functioning of the Whistle Blowermechanism, in case the same is existing.
14. Carrying out any other function as is mentionedin the terms of reference of the AuditCommittee.
15. The recommendations of the audit committeeon financial management including the auditreport shall be binding on the board. In casethe board does not accept therecommendations of the committee it shallrecord the reasons therefore and communicatesuch reasons to the shareholders.
4. Review of information by Audit CommitteeThe Audit Committee shall mandatorily review thefollowing information:a. Management discussion and analysis of
financial condition and results of operations;b. Statement of significant related party
transactions (as defined by the auditcommittee), submitted by management;
c. Management letters / letters of internal controlweaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal controlweaknesses; and
e. The appointment, removal and terms ofremuneration of the Chief internal auditor shallbe subject to review by the Audit Committee.
Terms of Reference:The function of the Audit Committee includes thefollowing :
i. Oversight of the company’s financial reportingprocess and the disclosure of its financialinformation to ensure that the financial statementsare correct, sufficient and credible.
ii. Recommending the appointment and removal ofexternal auditor, fixation of audit fee and alsoapproval for payment for any other services.
iii. Reviewing with management the annual financialstatements before submission to the Board,focusing primarily on:
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM10
ENNORE COKE LIMITED
11
• Any changes in accounting policies andpractices.
• Major accounting entries based on exercise ofjudgment by the management.
• Qualifications in draft audit report.
• Significant adjustments arising out of audit.
• The going concern assumption.
• Compliance with accounting standards.
• Compliance with stock exchange and legalrequirements concerning financial statements.
• Any related party transactions i.e. transactionsof the company of material nature, withpromoters or the management, their subsidiariesor relatives, etc., that may have potential conflictwith the interest of the company at large.
iv. Reviewing with the management, performance ofstatutory and internal auditors, the adequacy ofinternal control systems.
v. Reviewing the adequacy of internal audit function,including the structure of the internal auditdepartment, staffing and seniority of the officialheading the department, reporting structurecoverage and frequency of internal audit.
vi. Discussions with internal auditors on anysignificant findings and follow up thereon.
vii. Reviewing the findings of any internalinvestigations by the internal auditors into matterswhere there is suspected fraud or irregularity or afailure of internal control systems of a materialnature and reporting the matter to the Board.
viii. Discussions with external auditors before the auditcommences regarding nature and scope of theaudit as well as to have post-audit discussion toascertain any area of concern.
ix. Reviewing the company’s financial and riskmanagement policies.
x. To look into the reasons for substantial defaults,if any in the payment to shareholders (in case ofnon-payment of declared dividends) and creditors.
xi. To discuss with the auditors periodically aboutinternal control systems, the scope of auditincluding the observations of the auditors andreview the half-yearly and annual financialstatements before submission to the Board.
xii. To ensure compliance of internal control systems.
Remuneration and Compensation Committee:The Remuneration and Compensation Committee hasbeen constituted to recommend / review theremuneration package of the Managing Director &
Whole-time Director taking into account theirqualification, experience, expertise, contribution andthe prevailing levels of remuneration in companies ofcorresponding size and stature.
During the year, the Remuneration & CompensationCommittee was not required to meet since theremuneration of the Managing Director and Whole timeDirector was not revised.
Details of Remuneration paid to ExecutiveDirectors during the year :
Name Salary &Allowance (in Rs.)
Vathsala Ranganathan * 16,50,000
Ganesan Natarajan 44,21,280
* retired with effect from 2nd March, 2012.
For Non-Executive Directors no remuneration hasbeen paid during the year.
Details of Sitting fees paid during the year :
Name Sitting fees(in Rs.)
R. Ramakrishnan 85,000
M. Aravind Subramaniam 85,000
Uma Karthikeyan 20,000
Rajeev Agarwal 0
R. Anantha Rama Krishnan * 90,000
V. Kannan * 30,000
*-resigned with effect from 7th March, 2012
Share Transfer and Investors Grievance CommitteeThe Company has not received any complaints duringthe year 2011-12 from shareholders and investors.
During the year, Share Transfer and InvestorsGrievance Committee meeting held on 24th May, 2011,13th August, 2011, 24th September, 2011,12th November, 2011 and 14th February, 2012.
The attendance of Share Transfer and Investors’Grievance Committee meeting were as follows :
S. Name of the Nature of No.ofNo. Member Membership Meetings
attended
1. R. Anantha RamaKrishnan * Chairman 5
2. M. AravindSubramaniam Member 4
3. Uma Karthikeyan Member 1
*- resigned with effect from 7th March, 2012
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM11
ENNORE COKE LIMITED
12
General Body MeetingsDetails of Previous three Annual General Meetings held are provided below:
Special ResolutionsYear Location Date Time passed in the AGM
by the Shareholders
2011 Sri Krishna Gana Sabha, Mini Hall, 23-09-2011 10.15 A.M. Yes20, Maharajapuram Santhanam Road,T. Nagar, Chennai - 600 017,
2010 Narada Gana Sabha, Mini Hall, 24-09-2010 10.15 A.M. Yes314, TTK Road, Chennai - 600 018.
2009 Narada Gana Sabha, Mini Hall, 22-09-2009 10.30 A.M. Yes314, TTK Road, Chennai - 600 018.
The details of Special resolutions passed during last three Annual General Meeting :
Date of AGM Particulars
23.09.2011 Alteration of Article s of Association of the Company to enable participation of the Board ofDirectors of the Company to attend the Board Meetings through video conferencing as allowedby the Ministry of Corporate Affairs has vide General Circular No. 28 of 2011 dated 20thMay, 2011.
24.09.2010 Revision in the remuneration of Mr. G Natarajan - Whole Time Director & CEO of the companywith effect from 01st July 2010, pursuant to the provisions of Section 198, 269, 309 and 310read with Schedule XIII and all other applicable provisions of the Companies Act, 1956.
2.09.2009 Under Section 372A of the Companies Act, 1956 to invest in equity Shares of M/s. WellmanCoke India Ltd., Kolkatta, to the extent of Rs.2.53 crores (Rupees Two Crore Fifty ThreeLakhs Only).
Under Section 372 A, of the Companies Act, 1956, the Corporate Guarantee issued for anamount of Rs.43 Crores (Rupees Forty three Crores only) totaling to Rs. 72 crores(Rupees Seventy two Crores only) in favour of State Bank of India, Overseas Branch,Kolkata - 700 001 on behalf of M/s. Wellman Coke India Limited.
Under Section 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956,the consent of the Company was accorded to the Board of Directors for variation in remunerationof Mr. G. Natarajan - Whole Time Director & CEO of the company with effect from 01st August2009.
The Committee oversees and reviews all matters connected with securities transfers. The Committee also looksinto redressing of shareholders’ complaints on transfer of shares, non-receipt of annual report, non-receipt ofdeclared dividends etc. The Committee oversees the performance of the Registrar and Transfer Agents andrecommends measures for overall improvement in the quality of investor services. The Board of Directors hasdelegated the power of approving transfer of securities to the Share Transfer and Investor Grievance Committee.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM12
ENNORE COKE LIMITED
13
Postal Ballot during current year (FY 2011-12) :
(A) The details of Special resolutions passed through postal ballot are given below:
Sl. Subject matter of the resolution Date of the Date of
No. Notice shareholderapproval
1. Special Resolution under Section 372 A of the Companies Act,1956, seeking confirmation/ratification of the shareholders for theCorporate Guarantee issued by the Board of Directors in favourof M/s Axis Bank Ltd, Hong Kong Branch for an amount notexceeding USD 10 Million on behalf of M/s. Iaeger Minerals Inc.(IMI) USA
2. Special Resolution under Section 372 A of the Companies Act,1956 seeking confirmation/ratification of the shareholders for theCorporate Guarantee issued by the Board of Directors in favourof M/s State Bank of India, Overseas Branch, Kolkatta for anamount not exceeding Rs. 70 Crores on behalf of M/s. WellmanCoke India Limited.
(B) Details of Voting Pattern of the Postal Ballot were as follows :
(i) Resolution approved on 08.08.2011 :
Particulars No.of Postal No.of % of the totalBallots forms votes votes
Total Postal Ballot forms received 66 10513588 100
Invalid Postal Ballot forms 0 0 0
Postal Ballot forms with assent 63 10503372 99.9028
Postal Ballot forms with dissent 10216 0.0971
The above resolution was carried with requisite majority.
(C) Person who conducted the Postal Ballot Exercise :
At the Board meeting held on 24.05.2011 Mrs. B. Chandra, Practicing Company Secretary, A2 Happy HomeApartment, No 9, 4th Main Road, United India Colony, Kodambakkam, Chennai 600024, was appointed asScrutinizer for conducting the Postal Ballot.
(D) Procedure adopted for Postal Ballot :
✦ Mrs. B. Chandra, Practicing Company Secretary was appointed as Scrutinizer.
✦ Postal Ballot forms along with prepaid business reply envelope were posted to the members whose namesappeared on the Register of Members/List of Beneficiaries on cut off date.
✦ Particulars of all the Postal Ballot forms received from the members were entered in a Register separatelymaintained for the purpose.
✦ The Postal Ballot forms were kept under the safe custody of Scrutinizer in sealed and tamper proof ballotboxes before commencing the scrutiny of such postal ballot forms.
✦ The ballot boxes were opened only in the presence of Scrutinizer and the particulars shareholders who hadsent the Postal Ballot forms were confirmed with Register of Members of the Company / List of Beneficiaries.
✦ After the scrutiny, all the postal ballot forms and other related papers/ registers and records for safe custodywere returned to the Company Secretary, who was authorized by the Board to supervise the Postal Ballotprocess.
24-05-2011 08-08-2011
24-05-2011 08-08-2011
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM13
ENNORE COKE LIMITED
14
Postal Ballot during previous year (FY 2010-2011) :
(A) The details of Special resolutions passed through postal ballot are given below :
Sl. Subject matter of the resolution Date of the Date ofNo. Notice shareholder
approval
1. Special Resolution under Section 295 & 372 A of the CompaniesAct, 1956, for issuing Corporate Guarantee in favour of M/s.Export-Import Bank of India, World Trade Centre Complex,Mumbai, on behalf of M/s. Reed Shriram Minerals Inc. (RSMI)USA as mentioned in the Notice dated 15.11.2010
(B) Details of Voting Pattern of the Postal Ballot were as follows:
(i) Resolution approved on 10.01.2011 :
Particulars No.of Postal No.of % of the totalBallots forms votes warrants
Total Postal Ballot forms received 63 1,04,15,431 100.00
Invalid Postal Ballot forms 3 3,250 In significant
Postal Ballot forms with assent 49 1,04,00779 99.89%
Postal Ballot forms with dissent 11 11,402 0,1095%
The above resolution was carried with requisite majority.
15-11-2010 10-01-2011
C) Person who conducted the Postal Ballot Exercise
At the Board meeting held on 15.11.2010 Mrs. B. Chandra, Practicing Company Secretary, A2 Happy HomeApartment, No 9, 4th Main Road, United India Colony, Kodambakkam, Chennai 600 024, was appointed asscrutinizer for conducting the postal ballot.
(D) Procedure adopted for Postal Ballot :
✦ Mrs. B. Chandra, Practicing Company Secretary was appointed as Scrutinizer.
✦ Postal Ballot forms along with prepaid business reply envelope were posted to the members whose namesappeared on the Register of Members/List of Beneficiaries on cut off date.
✦ Particulars of all the Postal Ballot forms received from the members were entered in a Register separatelymaintained for the purpose.
✦ The Postal Ballot forms were kept under the safe custody of Scrutinizer in sealed and tamper proof ballotboxes before commencing the scrutiny of such postal ballot forms.
✦ The ballot boxes were opened only in the presence of Scrutinizer and the particulars shareholders who hadsent the Postal Ballot forms were confirmed with Register of Members of the Company / List of Beneficiaries.
✦ After the scrutiny, all the postal ballot forms and other related papers/ registers and records for safe custodywere returned to the Company Secretary, who was authorized by the Board to supervise the Postal Ballotprocess.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM14
ENNORE COKE LIMITED
15
Code of conduct
The Board has laid down a “Code of Conduct” (Code)for all the Board members and the senior managementof the Company. A declaration to this effect signed byMr. G. Natarajan, Whole time Director is forming partof the report.
Prevention of insider trading
The Company has framed a code of conduct forPrevention of Insider Trading based on SEBI(Prohibition of Insider Trading) Regulations, 1992. Thiscode is applicable to all Directors / Officers /designatedemployees. The code ensures the prevention of dealingin Company’s shares by persons having access tounpublished price sensitive information.
Other disclosures
a) The Company has significant Related Partytransactions during the year of material nature withthe promoters, directors or the management or theirsubsidiaries or relatives, etc., potentially conflictingwith Company’s interest at large. Related Partytransactions are disclosed in the notes to Accountsforming part of this Annual Report.
b) As per Clause 49(V) of the Listing Agreement, theWhole-time Director and Chief Financial Officercertified to the Board on their review of financialstatements and cash flow statements for thefinancial year ended March 31, 2012 in the formprescribed by Clause 49 of the Listing Agreementwhich is annexed.
c) There were no instances of non compliance on anymatter relating to capital market, during lastthree years.
d) The Company has complied with all Mandatoryrequirements of the Clause 49 of the listingagreement.
e) The Company has submitted the compliance reportin the prescribed format to the stock exchanges forall the four quarters ended 30th June 2011,30th September 2011, 31st December 2011 and31st March 2012. The statutory auditors havecertified that the Company has complied with theconditions of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement with the stockexchanges. The said certificate vide their reportdated 13th August, 2012 is annexed to the Directors’Report and will be forwarded to the StockExchanges and the Registrar of Companies, TamilNadu, Chennai, along with the Annual Report.
f) Details of information on appointment of new / re-appointment of directors.
g) A brief resume, nature of expertise in specificfunctional areas, number of equity shares held inthe Company by the Director or for other person ona beneficial basis, names of companies in whichthe person already holds directorship, membershipof committees of the Board and relationship withother directors, forms part of the Notice conveningthe Twenty Seventh Annual General Meeting.
Risk Management
The Company has laid down procedures to informboard members about the risk assessment andminimization procedures. The Board periodicallydiscusses the significant business risks identified bythe management and the mitigation process beingtaken up.
Means of Communication
a) Un-audited quarterly results are published in thepro-forma prescribed by Stock Exchanges, inEnglish newspapers and Tamil newspapers inTrinity Mirror and Makkal Kural.
b) As the Company publishes the Audited AnnualResults within the stipulated period of 60 daysfrom the close of the financial year as required bythe Listing Agreement with Stock Exchanges.
c) The annual financial results of the Company arealso communicated in the prescribed pro-forma toStock Exchange and also published in thenewspapers.
d) The financials results are displayed on theCompany’s website www.ennorecoke.com.
Green Initiative
In support of the Green Initiative undertaken by theMinistry of Corporate Affairs, the Company had duringthe year sent communication to all the shareholdersof the Company requesting the shareholders to registertheir e mail address with the Company for supportingthe Go Green Initiative. The Company has not mademuch progress as not many shareholders have optedfor this mode of communication.
As a responsible citizen, your Company strongly urgesyou to support the Green Initiative by giving positiveconsent by registering / updating your email addresseswith the Depository Participants or the Registrar andShare Transfer Agents for receiving soft copies ofvarious communications including Annual Reports.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM15
ENNORE COKE LIMITED
16
Market Price Data:
Monthly Share Price (in Rupees)
Month and Year BSE
High Low
April 2011 73.00 55.10
May 2011 65.00 55.15
June 2011 61.90 52.00
July 2011 62.00 46.50
Aug. 2011 51.80 27.10
Sep. 2011 40.00 27.90
Oct. 2011 36.00 27.30
Nov. 2011 31.65 22.00
Dec. 2011 28.45 21.55
Jan. 2012 37.95 22.10
Feb. 2012 35.90 25.60
Mar. 2012 30.10 21.70
General Information for Shareholders:(i) Registered Office 3rd Floor, Egmore Benefit Society Building,
No. 25, Flowers Road, Kilpauk,Chennai - 600 084
(ii) Date, Time and Venue of the 26th September, 2012, 10.15 A.M.Annual General Meeting Mini Hall, Sri Krishna Gana Sabha
20, Maharajapuram Santhanam RoadT. Nagar, Chennai - 600 017
(iii) Financial year 1st April to 31st March
(iv) Results for Quarter ending Will be published on or before :- June 30, 2012 : August 14, 2012- September 30, 2012 : November 14, 2012- December 31, 2012 : February 14, 2013- March 31, 2013 : May 30, 2013
(v) Date of Book Closure : September 26, 2012
(vi) Dividend payment date : No dividend proposed
(vii) Listing on Stock Exchange :
✦ The Company's Equity shares are listed on the Bombay Stock Exchange Ltd
Scrip Code : 512369
ISIN : INE755H01016
✦ The Company's Equity shares are traded in Group "B" Category in the Bombay Stock Exchange Ltd
✦ The Company has paid Listing Fees for the year 2012- 2013 to the Bombay Stock Exchange Ltd.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM16
ENNORE COKE LIMITED
17
Registrar and Transfer Agent (RTA)
The Company has appointed Cameo Corporate Services Ltd as Registrar and Transfer Agents, Shareholders /Investors / Depository Participants are requested to send all their documents and communications pertaining toboth physical and demat shares to the Registrar at the following address:
Shares lodged in physical form with the RTA are processed and returned, duly transferred within 30 days from thedate of receipt, if the documents submitted are in order. In case of shares in electronic form, the transfers areprocessed by NSDL / CDSL through the respective Depository Participants.
Address for Investor Correspondence
For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address orany other query relating to shares please write to Registrar and Transfer Agent, Cameo Corporate Services Limitedand Mr. K.Rajagopal, Company Secretary of the Company.
Distribution of Shareholding by Size Class as on 31st March 2012
Category No. of % of Total Amount % of(Amount) Cases Cases Shares Amount
10 - 5000 2151 75.3151 347657 3476570 2.2429
5001 - 10000 292 10.2240 246305 2463050 1.5890
10001 - 20000 161 5.6372 247862 2478620 1.5991
20001 - 30000 59 2.0658 146882 1468820 0.9476
30001 - 40000 39 1.3655 140539 1405390 0.9067
40001 - 50000 27 0.9453 130620 1306200 0.8427
50001 - 100000 50 1.7507 361625 3616250 2.3330
100001 - And Above 77 2.6960 13878510 138785100 89.5387
Total : 2856 100.0000 15500000 155000000 100.0000
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM17
ENNORE COKE LIMITED
18
Pattern of Shareholding as on 31 March, 2012
Category No. of Shares % of shareholding
Promoters 10583508 68.28
FII NIL NIL
Mutual Funds NIL NIL
Indian Financial Institutions / Govt. Cos. NIL NIL
The shareholders may avail of the nomination facility under Section 109A of the Companies Act 1956. The nominationform (Form 2B) along with instructions, will be provided to the members on request. In case the members wish toavail of this facility, they are requested to write to the Company's Registrar M/s. Cameo Corporate Services Limited.
Dematerialisation of Shares
The shares of the Company are compulsorily traded in dematerialized form. The code number allotted by NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), to Ennore CokeLimited is : ISIN INE - 755H01016. As on 31st March 2012, about 99.24% of shares were held in dematerializedform.
Non-Mandatory requirements:
• Remuneration committee : Refer point 4 of this report.
WHISTLE BLOWER POLICY
Pursuant to the non mandatory requirements of the Listing Agreement, the Company has established a whistleblower mechanism to provide an avenue to raise concerns. In line with the Company's commitment to the highstandards of ethical, moral and legal business conduct and its commitment to open communication, a whistleblower policy is framed. The audit committee is also vested with the power to review functioning of the "WhistleBlower" mechanism.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM18
ENNORE COKE LIMITED
19
We hereby certify that;
(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2011 andthat to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;
(ii) these statements together present a true and fair view of the company's affairs and are in compliancewith existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during theyear which are fraudulent, illegal or violative of the Company's code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we haveevaluated the effectiveness of internal control systems of the company pertaining to financial reporting andhave disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps that have been taken to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit committee
(i) that there are no significant changes in internal control over financial reporting during the year;
(ii) that there are no significant changes in accounting policies during the year and that the same have beendisclosed in the notes to the financial statements; and
(iii) that there have been no instances of significant fraud which we have become aware of wherein there isinvolvement of the management or an employee having a significant role in the Company's internalcontrol system over financial reporting.
Place : Chennai G. NATARAJAN K. RAJAGOPALDate : 22nd May, 2012 Whole-time Director Chief Financial Officer
CERTIFICATE PURSUANT TO CLAUSE 49 (V) OF THE LISTING AGREEMENT
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM19
ENNORE COKE LIMITED
20
To
The Members,Ennore Coke LimitedChennai
Dear Sir,
This is to confirm that the Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company.
It is further confirmed that all Directors and Senior Management personnel of the Company have affirmed compliancewith the Code of Conduct of the Company for the year ended 31st March 2012, as envisaged in Clause 49 of theListing Agreement with Stock Exchange.
Place : Chennai G. NATARAJANDate : 13th August, 2012 Whole-time Director
Managing Director’s Certificate on Code of Conduct
To
The Members,Ennore Coke Limited
We have examined the compliance of conditions of Corporate Governance by Ennore Coke Limited (the "Company”)for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the said Company withStock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representationsmade by the Directors and the Management, we certify that the Company has complied with the conditions ofCorporate Governance as stipulated in the above-mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.
Auditors' certificate on compliance with the conditions ofCorporate Governance under Clause 49 of the listing agreement
For Sreedhar, Suresh & RajagopalanChartered Accountants
Firm Registration No: 003957S
S. SubramaniamPlace : Chennai PartnerDate : 13th August, 2012 Membership No. 25433
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM20
ENNORE COKE LIMITED
21
ToThe Members of ENNORE COKE LIMITED1. We have audited the attached Balance Sheet of
Ennore Coke Limited, (the ‘Company’) as at March31, 2012, and also the Profit and Loss Account andthe Cash Flow Statement for the year ended onthat date annexed thereto (collectively referred asthe ‘financial statements’). These financialstatements are the responsibility of the Company’smanagement. Our responsibility is to express anopinion on these financial statements based on ouraudit.
2. We conducted our audit in accordance with theauditing standards generally accepted in India.Those Standards require that we plan and performthe audit to obtain reasonable assurance aboutwhether the financial statements are free of materialmisstatement. An audit includes examining, on atest basis, evidence supporting the amounts anddisclosures in the financial statements. An auditalso includes assessing the accounting principlesused and significant estimates made bymanagement, as well as evaluating the overallfinancial statement presentation. We believe thatour audit provides a reasonable basis for ouropinion.
3. As required by the Companies (Auditors’ Report)Order, 2003 (the ‘Order’) (as amended), issuedbythe Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act,1956 (the ‘Act’), we enclose in the Annexure astatement on the matters specified in paragraphs4 and 5 of the Order.
4. Attention is drawn to:(a) Note 11of Notes to Financial Statements relating
to the cost of leasehold land amounting toRs.24,637,289 as part of its fixed assets. Thisleasehold land registered in the name of EnnorePower and Coke Private Limited, was includedin the Company’s books pursuant to thebusiness transfer agreement in May 2006, 100%investment in the shares by the company inJanuary 2009 and subsequent approval ofmerger of Ennore Power and Coke PrivateLimited with the company, by the High Court ofMadras effective April 01, 2008. The Companyhas filed an application for transfer of leaseholdland to the Company’s name upon merger withthe relevant authority which is pending approval.
(b) Note No 26 of Notes to Financial Statementsregarding non availability of confirmation ofbalances relating to certain Trade Receivables,Trade Payables, Loans and Advances,Unsecured Loans payable, Fixed deposit withBanks and Stocks lying with third parties.
AUDITORS’REPORT
5. We report that, we have obtained all the informationand explanations, which to the best of ourknowledge and belief were necessary for thepurposes of our audit;(b) In our opinion, proper books of account as
required by law have been kept by the Companyso far as appears from our examination of thosebooks;
(c) The financial statements dealt with by this reportare in agreement with the books of account;
(d) On the basis of written representations receivedfrom the directors, as on March 31,2012 andtaken on record by the Board of Directors, wereport that none of the directors is disqualifiedas on March 31,2012 from being appointed asa director in terms of clause (g) of sub-section(1) of section 274 of the Act;
(e) In our opinion and to the best of our informationand according to the explanations given to us,the financial statements dealt with by this reportcomply with the accounting standards referredto in sub-section (3C) of section 211 of the Actand the Rules framed there under and give theinformation required by the Act, in the mannerso required and subject to:Other income for the year ended 31 March2012 includes net revenue aggregating toRs.68,23,734/- arising on account of salesand purchases of goods with certain partieswhere certain information includingconfirmations were not made available. Hadsuch confirmations and information weremade available, these sales and purchaseswould have been included under therespective heads. However this treatmentdoes not have any impact on the profits ofthe company.give a true and fair view in conformity with theaccounting principles generally accepted inIndia, in the case of:i) The Balance Sheet, of the state of affairs of
the Company as at March 31, 2012;ii) The Profit and Loss Account, of the profit
for the year ended on that date; andiii) The Cash Flow Statement, of the cash flows
for the year ended on that date.
For Sreedhar, Suresh & RajagopalanChartered Accountants
Firm Registration No: 003957S
S.SubramaniamPlace : Chennai PartnerDate : May 22, 2012 Membership No. 25433
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM21
ENNORE COKE LIMITED
22
ANNEXURE TO THE AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OFENNORE COKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDEDMARCH 31, 2012.
Based on the audit procedures performed for thepurpose of reporting a true and fair view on the financialstatements of the Company and taking intoconsideration the information and explanations givento us and the books of account and other recordsexamined by us in the normal course of audit, we reportthat:(i) (a) The Company has maintained proper records
showing full particulars, including quantitativedetails and situation of fixed assets.
(b) The Company has a regular programme ofphysical verification of its fixed assets by whichfixed assets are verified in a phased mannerover a period of three years. In our opinion,this periodicity of physical verification isreasonable having regard to the size of theCompany and the nature of its assets. Nomaterial discrepancies were noticed on suchverification.
(c) In our opinion, a substantial part of fixed assetshas not been disposed off during the year.
(ii) (a) Verification of inventory (except stock of cokelying with a third party for a sum ofRs.3,16,28,838/- and Stock of Coal at KandlaPort for a sum of Rs 2,21,65,909/-) have beenconducted at reasonable intervals by themanagement.
(b) The procedures of physical verification ofinventory lying at multi locations followed bythe management are reasonable but requireto be strengthened, considering the size of theCompany and the nature of its business.
(c) The Company is maintaining proper recordsof inventory and no material discrepancieswere noticed on physical verification.
(iii) (a) The Company has granted unsecured loansto two companies covered in the registermaintained under section 301 of the Act. Themaximum amount involved during the year isRs.6,76,34,521/- and the year-end balance ofsuch loans Rs 69,22,059/-
(b) In our opinion the unsecured loans weregranted without any stipulations with regard tothe repayment of principal and interest , weare unable to comment on whether the rate ofinterest, repayment terms with regard to theprincipal and the interest are prima facieprejudicial to the interest of the Company.
(c ) In respect of the regularity on the repaymentof principal and interest of the above unsecuredloans, we are unable to comment as to whether
the repayment of principal amount and thepayment of interest is as stipulated , as noterms of repayment have been stipulated.
(d) Reporting on whether the above unsecuredloans are overdue does not arise as no termsof repayment have been stipulated.
(e) The Company has taken a unsecured loanfrom a company which is covered in the registermaintained under section 301 of the Act. Themaximum amount outstanding during the yearwas Rs.1,46,44,06,472/-and year-end balanceis Rs 1,31,57,00,059/-.
(f) In respect of the above loans taken the rate ofinterest is not prejudicial to the company.
(g) In respect of the above loans taken, the termsof repayment have not been stipulated andhence we are unable to comment as to whetherrepayment of principal amount and paymentof interest is as stipulated.
(iv) In our opinion, there is an adequate internal controlsystem commensurate with the size of theCompany and the nature of its business for thepurchase of inventory and fixed assets and for thesale of goods and services except stated earlier.
(v) (a) In our opinion, the particulars of all contractsor arrangements that need to be entered intothe register maintained under Section 301 ofthe Act have been so entered.
(b) In our opinion, the transactions made inpursuance of such contracts or arrangementsand exceeding the value of rupees five lakhsin respect of any party during the year havebeen made at prices which are reasonablehaving regard to prevailing market prices atthe relevant time
(vi) The Company has not accepted any depositsfrom the public within the meaning of sections58A and 58AA of the Act and the Companies(Acceptance of Deposits) Rules, 1975.Accordingly, the provisions of clause 4(vi) of theOrder are not applicable.
(vii) The Company did not carry out any internal auditduring the year.
(viii) To the best of our knowledge and belief, theCentral Government has not prescribedmaintenance of cost records under clause (d) ofsub-section (1) of section 209 of the Act, inrespect of Company’s products. Accordingly, theprovisions of clause 4(viii) of the Order are notapplicable.
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM22
ENNORE COKE LIMITED
23
(ix) (a) Undisputed statutory dues towards income-tax, sales-tax, service-tax, custom duty,excise duty, cess and other material statutorydues have not been regularly deposited withthe appropriate authorities and there havebeen delays in large number of cases.
(b) Undisputed amounts payable in respectthereof, which were outstanding, at the year-end for a period of more than six months fromthe date they became payable are as follows:
(xv) In our opinion and according to the informationgiven to us , the terms and conditions on whichthe Company has given guarantees for loanstaken by related parties for a sum of Rs202,74,65,000/- from banks, are not prima facieprejudicial to the interest of the Company.
(xvi) In our opinion, the Company has not availed newterm loans. Accordingly the provisions of clause4(xvi) of the Order are not applicable.
Name of the Nature of dues Amount in Rs Period to which Due Date Date ofStatute it relates payment
23,08,866/- 2009-10
West Bengal Works Contract tax 343,221/- 2010-11 Various –VAT Act 1,08,252/- 2011-12
Income Tax Act Tax Deducted at 1,86,159/- A.Y 2012-13 Various –source
Income Tax Act Tax on regular 1,44,849/- A.Y 2009-10 19.12.2011 –AssessmentSelf Asst Tax 3,87,59,363/- A.Y 2011-12 30.09.2011 –
(c) There are no dues in respect of income tax,sales tax, wealth tax, service tax, customsduty, excise duty and cess that have not beendeposited with the appropriate authorities onaccount of any dispute.
(x) In our opinion, the Company has no accumulatedlosses at the end of the financial year and it hasnot incurred cash losses in the current and theimmediately preceding financial year.
(xi) In our opinion, the Company has not defaulted inrepayment of dues to a financial institution, bankor to debenture holders during the year.
(xii) The Company has not granted any loans andadvances on the basis of security by way ofpledge of shares, debentures and other securities.Accordingly, the provisions of clause 4(xii) of theOrder are not applicable.
(xiii) In our opinion, the Company is not a chit fund ora nidhi/ mutual benefit fund/ society. Accordingly,the provisions of clause 4(xiii) of the Order arenot applicable.
(xiv) In our opinion, the Company is not dealing in ortrading in shares, securities, debentures and otherinvestments. Accordingly, the provisions of clause4(xiv) of the Order are not applicable.
(xvii) In our opinion, no funds raised on short-term basishave been used for long-term investment.
(xviii)The Company has not made any preferentialallotment of shares to parties or companiescovered in the register maintained under section301 of the Act. Accordingly, the provisions ofclause 4(xviii) of the Order are not applicable.
(xix) The Company has neither issued nor had anyoutstanding debentures during the year.Accordingly, the provisions of clause 4(xix) of theOrder are not applicable.
(xx) The Company has not raised any money by publicissues during the year. Accordingly, theprovisions of clause 4(xx) of the Order are notapplicable.
(xxi) No fraud on or by the Company has been noticedor reported during the year covered by our audit.
For Sreedhar, Suresh & RajagopalanChartered Accountants
Firm Registration No: 003957S
S. SubramaniamPlace : Chennai PartnerDate : May 22, 2012 Membership No. 25433
02 ECL ar 2012.pmd 01/09/2012, 3:55 PM23
ENNORE COKE LIMITED
24
BALANCE SHEET AS AT 31 MARCH 2012in Rupees
Note As at As atNo. March 31, 2012 March 31, 2011
I. EQUITY AND LIABILITIES
1) Shareholder’s Funds
a) Share Capital 1 15,50,00,000 15,50,00,000
b) Reserves and Surplus 2 35,39,85,468 33,38,14,789
c) Money received against share warrants – –
2) Share application money pending allotment – –
3) Non-Current Liabilities
a) Long-term borrowings 3 19,47,31,026 27,24,02,009
b) Deferred tax liabilities (Net) 4 1,79,21,477 97,03,784
c) Other Long term liabilities 5 117,41,16,060 2,76,57,60,576
d) Long term provisions 6 4,05,07,844 34,00,925
4) Current Liabilities
a) Short-term borrowings 7 158,21,14,821 172,24,57,223
b) Trade payables 8 312,12,67,250 5,06,66,661
c) Other current liabilities 9 12,69,94,587 12,96,50,960
d) Short-term provisions 10 97,81,378 2,78,54,669
677,64,19,911 547,07,11,596
II. Assets
1) Non-current assets
a) Fixed assets
(i) Tangible assets 11 106,81,35,182 59,02,41,599
(ii) Intangible assets
(iii) Capital work-in-progress 21,15,207 60,78,06,548
(iv) Intangible assets under development
b) Non-current investments 12 – –
c) Deferred tax assets (net) – –
d) Long term loans and advances 13 23,10,400 27,55,579
e) Other non-current assets 14 59,01,14,647 201,48,75,151
2) Current assets
a) Current investments 12 – –
b) Inventories 15 66,41,28,956 125,71,16,464
c) Trade receivables 16 381,07,92,532 54,43,19,084
d) Cash and cash equivalents 17 26,85,93,984 36,41,28,714
e) Short-term loans and advances 18 28,26,83,666 5,43,35,795
f) Other current assets 19 8,75,45,337 3,51,32,662
677,64,19,911 547,07,11,596Significant Accounting PoliciesNotes to Financial Statements 1 to 40
As per our report attachedFor Sreedhar, Suresh & RajagopalanChartered AccountantsFirm Registration No. 003957SS. SUBRAMANIAMPartnerM. No. 025433Place : ChennaiDate : 22.05.2012
For and on behalf of the Board of Directors
Sd/- Sd/-Whole-time Director Director
Sd/-Company Secretary & CFO
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM24
ENNORE COKE LIMITED
25
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2012in Rupees
Note Year ended Year endedNo. March 31, 2012 March 31, 2011
I. Revenue from operations 20 632,74,54,253 658,99,81,550
II. Other Income 21 5,19,29,581 26,97,30,818
III. TOTAL REVENUE (I +II) 637,93,83,834 685,97,12,368
IV. Expenses:
Cost of materials consumed 22 76,27,57,878 87,50,98,664
Purchase of Stock-in-Trade 469,53,68,933 546,96,84,170
Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 15,01,89,620 (39,49,61,826)
Depreciation and amortization expense 11 14,99,63,383 9,46,83,238
Other expenses 25 29,93,09,692 41,65,69,099
Total Expenses 633,08,69,058 678,54,94,500
V. Profit before exceptional and extraordinary items and tax 4,85,14,776 7,42,17,868
VI. Exceptional Items
- Prior Period Expenses 1,10,550 -
VII. Profit before extraordinary items and tax (V - VI) 4,84,04,226 7,42,17,868
VIII. Extraordinary Items – -
IX. Profit before tax (VII - VIII) 4,84,04,226 7,42,17,868
X. Tax expense:
1) Current tax 89,80,000 2,67,86,164
2) Income Tax - Earlier Years (Net) 1,10,35,853 -
3) Deferred tax 82,17,693 (10,73,000)
XI. Profit/ (Loss) for the perid from continuing operations 2,01,70,680 4,85,04,704
XII. Profit/(Loss) from discontinuing operations – -
XIII. Tax expense of discounting operations – -
XIV. Profit/(Loss) from Discontinuing operations (XII - XIII) – -
XV. Profit/(Loss) for the period (XI + XIV) 2,01,70,680 4.85,04,704
XVI. Earning per equity share:
1) Basic 1.30 3.13
2) Diluted 1.30 3.13
Significant Accounting Policies
Notes on Financial Statements 1 to 40
As per our report attachedFor Sreedhar, Suresh & RajagopalanChartered AccountantsFirm Registration No. 003957SS. SUBRAMANIAMPartnerM. No. 025433Place : ChennaiDate : 22.05.2012
For and on behalf of the Board of Directors
Sd/- Sd/-Whole-time Director Director
Sd/-Company Secretary & CFO
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM25
ENNORE COKE LIMITED
26
NOTES TO THE ACCOUNTSSIGNIFICANT ACCOUNTING POLICIES
General informationa) The revised Schedule VI has been notified under the
Companies Act 1956 and has become applicable tothe company for the year ended March 31, 2012 forpreparation and presentation of the financialstatements. Accordingly, the financial statementshave been prepared and presented as per the revisedSchedule VI. The figures of previous year also havebeen re-classified and regrouped whereverconsidered necessary to confirm with the figures inaccordance with the requirements applicable for thecurrent year
b) All amounts in the financial statements arepresented in rupees, except as otherwise stated.
Company overviewEnnore Coke Limited (‘the Company’) is an entitywhose equity shares are listed in the Bombay StockExchange Limited (BSE). The Company is engagedin the activity of manufacturing and trading ofMetallurgical Coke. The installed capacity of Non-Recovery coke oven Plant at Haldia, West Bengal is130,000 TPA. The Company commenced thecommercial production of Metallurgical Coke during2009-2010.In the month of August 2011, the companycommissioned a Co-Generation power plant of 12MWcapacity at Haldia. The Company shares wereacquired by Haldia Coke and Chemicals PrivateLimited in 2010-11and presently its shareholding is60.86%. Consequent to the above Ennore CokeLimited is a subsidiary company of Haldia Coke andChemicals Private Limited.
Significant accounting policiesa) Basis of preparation of financial statements
The financial statements are prepared inaccordance with Generally Accepted AccountingPrinciples (“GAAP”) applicable in India. GAAPcomprises mandatory accounting standardsprescribed by the Companies (AccountingStandards) Rules, 2006 and the provisions of theCompanies Act, 1956. Accounting policies havebeen consistently applied except where a newlyissued accounting standard is initially adopted or arevision to an existing accounting standard requiresa change in the accounting policy hitherto in use.The management evaluates all recently issued orrevised accounting standards on an on-going basis.
b) Use of estimatesThe preparation of the financial statements inconformity with GAAP requires the managementto make estimates and assumptions that affect thereported balances of assets and liabilities anddisclosures of contingent liabilities as at the dateof the financial statements and reported amountsof revenue and expenses for the year. The keyestimates made by the Company in preparing thesefinancial statements comprise provisions fordoubtful debts, future obligations under employeeretirement benefit plans, income taxes and theuseful lives of assets. Actual results could differfrom those estimates.
c) Fixed assets and depreciationFixed assets are stated at acquisition cost lessaccumulated depreciation and impairment losses,if any. Cost of acquisition is inclusive of duties,taxes, freight and other directly attributable costsincurred to bring the assets to its working conditionfor intended use and are net of cenvat credits asapplicable.
Advances paid towards the acquisition of fixedassets outstanding at each balance sheet date andthe cost of fixed assets not ready for their intendeduse before such date are disclosed as capital work-in-progress.
Depreciation on fixed assets is calculated on writtendown method at the applicable rates specified inSchedule XIV to the Companies Act, 1956.Depreciation for assets purchased / sold during aperiod is proportionately charged. All assets costingindividually Rs 5,000 or below are fully depreciatedin the year of acquisition. Lease hold land premiumpaid is amortised over the lease period on straightline basis.
d) LeasesLeases where the lessor effectively retainssubstantially all the risks and benefits of ownershipof leased term are classified as operating leases.Operating lease payments are recognized as anexpense in the Profit and Loss account on astraight-line basis over the term of the lease.
e) Revenue recognitionRevenues comprise of income from sale ofmanufactured, traded goods and power. Revenue
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM26
ENNORE COKE LIMITED
27
NOTES TO THE ACCOUNTS (Contd.)
SIGNIFICANT ACCOUNTING POLICIES (Contd.)
from sale of manufactured and traded goods isrecognized at the point of despatch of goods tocustomers which generally coincides with thetransfer of risks and rewards of ownership of goods.Sales are net of returns, trade discounts andallowances. Sales exclude excise duty and salestax. Revenue from sale of power is recognised onthe basis of actual power sold and billed as per theterms of power purchase agreement entered intowith the State Electricity Board.
Income from interest on deposits is recognised ontime proportion basis taking into account the amountoutstanding and the applicable rate of interest.
f) InventoriesInventories are valued at lower of cost and netrealisable value. Cost includes all direct cost andapplicable overheads.Net realizable value is theestimated selling price in the ordinary course ofbusiness less any applicable selling expenses. Costis determined on weighted average basis.
Inventories in process are valued at raw materialcost plus estimated cost of conversion upto thestage of completion.
Variation, if any, detected on physical verificationof stocks and obsolete and slow moving stocks areadjusted in the books of account appropriately.
g) Foreign currency transactionsForeign currency transactions are recorded at theexchange rates prevailing on the date of thetransactions.
Monetary assets and liabilities denominated inforeign currencies as at the balance sheet date aretranslated at the closing exchange rates on thatdate.
In case of items, which are covered by forwardexchange contracts, the difference between theyear- end rate and the rate on the date of thecontract is accounted for as income/expense overthe life of the contract. Profit or loss on cancellationof forward contracts is recognised as income/expense in the Statement of Profit and Loss of theyear, in which they are cancelled. E x c h a n g edifference arising on foreign exchange transactionsduring the year are recognized in the profit and lossaccount of the year.
h) Employee benefitsEmployee benefits provided by the Companyinclude contributions to Provident fund, Gratuitybenefits and Compensated absences.
• Defined Contribution Plan - Provident FundEmployees are entitled to receive benefits underthe provident fund, which is a definedcontribution plan, in accordance with EmployeesProvident Fund and Miscellaneous ProvisionsAct, 1952. Both, the employee and the employermake monthly contributions to the plan at apredetermined rate (presently at 12%) of theemployees’ basic salary. The Company has nofurther obligations under the plan beyond itsmonthly contributions.
• Defined Benefit Plan - GratuityEmployees in India are entitled to benefits underthe Payment of Gratuity Act, 1972, a definedbenefit retirement plan covering eligibleemployees of the Company. The Plan providesa lump-sum payment to eligible employees atretirement or on termination of employment. Thegratuity benefit conferred by the Company onits employees is equal to or greater than thestatutory minimum. The year-end gratuity liabilityis determined based on actuarial valuationperformed by an independent actuary using theProjected Unit Credit Method.
• Leave encashmentLiability in respect of leave encashmentbecoming due or expected to be availed withinone year from the balance sheet date isrecognised on the basis of undiscounted valueof estimated amount required to be paid orestimated value of benefit expected to be availedby the employees. Liability in respect of leaveencashment becoming due or expected to beavailed more than one year after the BalanceSheet date is estimated on the basis of anactuarial valuation performed by an independentactuary using the Projected Unit Credit Method.
i) Income taxesProvision for tax for the year comprises currentincome tax and deferred tax. Provision for currentincome tax is made based on the estimated tax
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM27
ENNORE COKE LIMITED
28
NOTES TO THE ACCOUNTS (Contd.)
SIGNIFICANT ACCOUNTING POLICIES (Contd.)
liability in accordance with the relevant tax ratesand tax laws.
Current tax is payable on taxable profits, which differfrom profit or loss in the financial statements.Current tax is computed based on tax rates andtax laws that have been enacted or substantivelyenacted by the end of the reporting period.
Deferred income taxes reflect the impact of currentyear timing differences between taxable income andaccounting income for the year and reversal oftiming differences of earlier years. Deferred tax ismeasured based on the tax rates and the tax lawsenacted or substantively enacted at the balancesheet date. Deferred tax assets are recognized onlyto the extent that there is reasonable certainty thatsufficient future taxable income will be availableagainst which such deferred tax assets can berealized. Unrecognized deferred tax assets ofearlier years are re-assessed and recognized tothe extent that it has become reasonably certainthat future taxable income will be available againstwhich such deferred tax assets can be realized.
j) Borrowing costBorrowing costs are recognised in the financialstatements in accordance with the AccountingStandard -16 of Companies (Accounting Standards)Rules, 2006. Borrowing Costs that are attributableto the acquisition and constructions of qualifyingassets are capitalised as a part of the cost of suchassets. A qualifying asset is one that necessarilytakes substantial period of time to get ready for itsintended use. Other borrowing costs of the yearare charged to revenue in the period in which theyare incurred.
k) Earnings per shareBasic earnings per share is calculated by dividingthe net profit or loss for the period attributable toequity shareholders (after deducting preferencedividends and attributable taxes) by the weightedaverage number of equity shares outstandingduring the period. The weighted average numberof equity shares outstanding during the period isadjusted for events including a bonus issue, bonuselement in a rights issue to existing shareholders,share split and reverse share split (consolidationof shares). For the purpose of calculating diluted
earnings per share, the net profit or loss for theperiod attributable to equity shareholders and theweighted average number of shares outstandingduring the period are adjusted for the effects of alldilutive potential equity shares.In determiningEarnings per Share, the Company considers thenet profit after tax and includes the post-tax effectof any extra-ordinary / exceptional item. Thenumber of shares used in computing basic earningsper share is the weighted average number of sharesoutstanding during the period.
l) Provisions, contingent liabilities and contingentassetsThe Company creates a provision when there ispresent obligation as a result of past event thatprobably requires an outflow of resources and areliable estimate can be made of the amount of theobligation. A disclosure for a contingent liability ismade when there is possible obligation or a presentobligation that may, but probably will not, requirean outflow of resources. Where there is a possibleobligation or a present obligation in respect of whichthe likelihood of outflow of resources is remote, noprovision or disclosure is made. Contingent assetsare neither recognized nor disclosed in the financialstatements.
m) Impairment of assetsThe Company assesses at each balance sheet datewhether there is any indication that an asset maybe impaired. If any such indication exists, theCompany estimates the recoverable amount of theasset. Recoverable amount is the higher of theasset’s net selling price and its value in use. Valuein use is the present value of estimated future cashflows expected to arise from the continuing use ofan asset and from its disposal at the end of its usefullife. If such recoverable amount of the asset or therecoverable amount of the cash generating unit towhich the asset belongs is less than its carryingamount, the carrying amount is reduced to itsrecoverable amount. The reduction is treated asan impairment loss and is recognised in the profitand loss account. If at the balance sheet date thereis an indication that if a previously assessedimpairment loss no longer exists, the recoverableamount is reassessed and the asset is reflected atthe recoverable amount subject to a maximum ofdepreciated historical cost.
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM28
ENNORE COKE LIMITED
29
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
PARTICULARS 31-Mar-12 31-Mar-11
Authorised
1,60,00,000 Equity Shares of Rs.10/- each
(Previous year 1,60,00,000 Equity Shares of Rs.10/- each) 16,00,00,000 16,00,00,000
Issued, Subscribed and Fully Paid-up
1,55,00,000 Equity Shares of Rs.10/- each 15,50,00,000 15,50,00,000
(Previous year 1,55,00,000 Equity Shares of Rs.10/- each)
15,50,00,000 15,50,00,000
1. SHARE CAPITAL
A) DETAILS OF SHAREHOLDING MORE THAN 5% SHARES IN THE COMPANY
Equity Shares of Rs.10/- Each
PARTICULARS31-MAR-12 31-MAR-11
NO OF SHARES % OF HOLDING NO OF SHARES % OF HOLDING
B) TERMS/RIGHTS ATTACHED TO EQUITY SHARESThe company is presently having one class of equity shares having a par value of Rs. 10/- per share. EveryEquity shareholder is entitled to one vote per share.
In the event of winding up of the company, the Equity Shareholders will be entitled to receive the assets of thecompany. The distribution will be in proportion to the number of equity shares held by the shareholders.
C) EMPLOYEES STOCK OPTION SCHEMEIn the Annual General Meeting held on September 15, 2008, the Company had obtained the assent of theshareholders to issue ESOS (Employee Stock Option Scheme) to the extent of 5% of the paid up Sharecapital. However, the approval from BSE is yet to be obtained and the Company proposes to make thescheme operative upon getting the approval from BSE.
PARTICULARS 31-Mar-12 31-Mar-11
Capital Reserve 6,54,85,898 6,54,85,898
Securities Premium 12,63,49,737 12,63,49,737
Profit and Loss account
Opening Balance 14,19,79,154 9,34,74,450
Add: Profit for the year 2,01,70,680 4,85,04,704
Closing Balance 16,21,49,833 14,19,79,154
Total 35,39,85,468 33,38,14,789
2. RESERVES AND SURPLUS
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM29
ENNORE COKE LIMITED
30
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
PARTICULARS 31-Mar-12 31-Mar-11
Secured
Loan From Banks
- Term Loans 17,01,37,717 26,96,04,337
- Accrued Interest and Due 31,35,050 27,97,672
Unsecured
Loan From Others
- Loan From Related Party 2,14,58,259
Total 19,47,31,026 27,24,02,009
Term Loans with State Bank of India, State Bank of Hyderabad, Union Bank of India and Indian Overseas Bank(collectively consortium banks) are secured by charges –
i. First charge on entire fixed assets of the company, both present and future, at the Alichak, Haldia on paripassubasis between consortium banks.
ii. Extension of First charge on entire current assets of the company, both present and future, on paripassubasis between consortium banks.
iii. Unconditional irrevocable personal guarantee given by Mrs. Vathsala Ranganathan, former Managing Directorand Mr. Ganesan Natarajan, Whole Time Director and Corporate guarantee given by Haldia Coke & ChemicalsPvt Ltd, the holding company
3. LONG TERM BORROWINGS
PARTICULARS 31-Mar-12 31-Mar-11
Difference between book value and tax written down value offixed assets (1,87,01,576) (1,06,73,430)
Provision for Employees benefits - Gratuity 16,02,995 18,50,578
Total 4,05,07,844 34,00,925
6. LONG TERM PROVISIONS
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
PARTICULARS 31-Mar-12 31-Mar-11
Secured
Loan from Banks 7,60,07,036 10,43,30,576
Loan from Others 14,20,282 50,93,601
Unsecured
Loan from Related Party 129,42,41,800 102,01,43,423
Loan from Others 21,04,45,703 59,28,89,623
Total 158,21,14,821 172,24,57,223
7. A) Working Capital facilities including Cash Credit facilities with State Bank of India, State Bank ofHyderabad, Union Bank of India and Indian Overseas Bank (collectively consortium banks) aresecured by charges -
i. First charge on entire current assets of the company, both present and future, on paripassu basisbetween consortium banks.
ii. Extension of first charge on entire fixed assets of the company, both present and future, at theAlichak, Haldia on paripassu basis between consortium banks.
iii. Unconditional irrevocable personal guarantee given by Mrs. Vathsala Ranganathan, formerManaging Director and Mr. Ganesan Natarajan, Whole Time Director and Corporate guaranteegiven by Haldia Coke & Chemicals Pvt Ltd, the holding company
7. B) Loan from others is secured by first charge on the specific equipment financed to the Company.
7. SHORT TERM BORROWINGS
PARTICULARS 31-Mar-12 31-Mar-11
Dues to Related Parties 160,93,12,997 -
Dues to Micro, Small and Medium Enterprises* - -
Others 151,19,54,253 5,06,66,661
Total 312,12,67,250 5,06,66,661
* Based on the information available with the management, there are no amounts due to Micro, Small andMedium Enterprises, which has been relied upon by the auditors.
8. TRADE PAYABLES
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM31
ENNORE COKE LIMITED
32
PARTICULARS 31-Mar-12 31-Mar-11
Current Maturities of Long Term Debt 9,81,00,000 9,81,00,000
Advance Received From Customers 1,06,16,142 51,000
Other Payables - Expenses 26,27,477 1,79,82,206
Other Payables - Taxes 1,27,26,485 1,05,86,057
Other Payables 29,24,483 29,31,697
Total 12,69,94,587 12,96,50,960
9. OTHER CURRENT LIABILITIES
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
PARTICULARS 31-Mar-12 31-Mar-11
Provision for Employees Benefits 8,01,378 10,68,505
Provision for Taxes 89,80,000 2,67,86,164
Total 97,81,378 2,78,54,669
10. SHORT TERM PROVISIONS
PARTICULARS 31-Mar-12 31-Mar-11
12. A. NON-CURRENT INVESTMENTS - -
12.B.CURRENT INVESTMENTS - -
12. CURRENT AND NON-CURRENT INVESTMENTS
PARTICULARS 31-Mar-12 31-Mar-11
Unsecured, considered good
Rental Advance 13,10,400 9,95,400
Other Long-term Loans & advances 10,00,000 17,60,179
Total 23,10,400 27,55,579
13. LONG-TERM LOANS AND ADVANCES
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM32
ENNORE COKE LIMITED
33
in R
upee
s
Gro
ss b
lock
- a
t co
stD
epre
ciat
ion
/ A
mo
rtis
atio
nN
et B
lock
Des
crip
tio
nA
s at
Add
ition
sD
ispo
sal
As
atU
pto
For
the
On
Up
toA
s at
As
at
Apr
il 1,
Mar
ch 3
1,A
pril
1,ye
ardi
spos
alM
arch
31,
Mar
ch 3
1,M
arch
31,
2011
2012
2011
2012
2012
2011
Leas
ehol
d la
nd2,
46,3
7,28
92,
46,3
7,28
9 5
,76,
290
2 9
3 26
0 8
,69,
550
2,37
,67,
739
2,40
,60,
999
Leas
ehol
d im
prov
emen
ts 1
5,58
,528
15,
58,5
28 1
0,17
,728
1 8
2 69
3 1
2,00
,421
3,5
8,10
7 5
,40,
800
Build
ing
3,25
,86,
653
49,
34,8
033,
75,2
1,45
6 4
0,57
,494
32
96 8
05 7
3,54
,299
3,01
,67,
157
2,85
,29,
159
Plan
t and
mac
hine
ry66
,20,
77,4
9162
,21,
71,8
6512
8,42
,49,
356
13,5
5,57
,791
14,3
8,15
,990
27,9
3,73
,781
100,
48,7
5,57
552
,65,
19,7
00
Furn
iture
and
fixt
ures
18,
61,8
12 2
,65,
098
21,
26,9
10 6
,88,
884
2,8
3,97
1 9
,72,
855
11,
54,0
55 1
1,72
,928
Offi
ce e
quip
men
t 7
7,15
,637
3,9
8,93
7 8
1,14
,574
19,
74,3
22 8
,42,
121
28,
16,4
43 5
2,98
,131
57,
41,3
15
Com
pute
r and
acc
esso
ries
30,
61,9
63 1
,24,
783
68,
952
31,
17,7
94 1
6,37
,147
6 0
2,58
2 3
0,43
2 2
2,09
,297
9,0
8,49
7 1
4,24
,816
Vehi
cles
41,
07,5
82 4
1,07
,582
18,
55,7
00 6
,45,
961
25,
01,6
61 1
6,05
,921
22,
51,8
82
Tota
l73
,76,
06,9
5562
,78,
95,4
86 6
8,95
213
6,54
,33,
489
14,7
3,65
,356
14,9
9,63
,383
30,
432
29,7
2,98
,307
106,
81,3
5,18
259
,02,
41,5
99
Cap
ital w
ork-
in-p
rogr
ess
21,
15,2
0760
,78,
06,5
48
107,
02,5
0,38
911
9,80
,48,
147
Prev
ious
yea
r72
,02,
07,9
211,
74,2
8,15
4 2
9,12
073
,76,
06,9
555,
26,9
1,06
49,
46,8
3,23
8 8
,946
14,7
3,65
,356
119,
80,4
8,14
712
6,34
,81,
544
•Pl
ant &
Mac
hine
ry in
clud
es P
ower
Pla
nt a
t Hal
dia
capi
talis
ed d
urin
g th
e ye
ar.
•G
ross
blo
ck o
f the
Com
pany
incl
udes
Lea
seho
ld la
nd o
f Rs
2,46
,37,
289
regi
ster
ed in
the
nam
e of
ers
twhi
le c
ompa
ny E
nnor
e Po
wer
and
Cok
e Pr
ivat
e Li
mite
d (E
PCPL
). D
urin
g Ja
nuar
y 20
09,
the
Com
pany
has
inve
sted
in 1
00%
of s
hare
s of
EPC
PL a
nd fu
rther
ent
ered
into
a s
chem
e of
am
alga
mat
ion
of E
PCPL
from
the
appo
inte
d da
te o
f Apr
il 01
, 200
8 du
ly a
ppro
ved
by th
esh
areh
olde
rs o
f bot
h th
e co
mpa
nies
, con
sorti
um b
anks
and
the
Hon
'ble
Hig
h C
ourt
of M
adra
s. U
nder
the
sche
me,
the
Com
pany
sha
ll be
ent
itled
to a
pply
for t
he n
eces
sary
app
rova
ls fr
omco
ncer
ned
auth
oriti
es to
ow
n an
d op
erat
e th
e un
derta
king
s of
EPC
PL. T
he C
ompa
ny h
as fi
led
an a
pplic
atio
n fo
r titl
e ch
ange
, sub
sequ
ent t
o th
e am
alga
mat
ion,
with
HD
A (H
aldi
a D
evel
opm
ent
Auth
ority
) whi
ch is
pen
ding
app
rova
l.•
Dep
reci
atio
n on
leas
ehol
d la
nd re
pres
ents
am
ortis
atio
n of
leas
ehol
d pr
emiu
m o
ver t
he le
ase
perio
d. It
incl
udes
prio
r per
iod
amou
nt o
f Rs.
3,4
10/-
rela
ting
to e
arlie
r yea
r.
•O
peni
ng D
epre
ciat
ion
rese
rve
figur
es fo
r cer
tain
item
s of
fixe
d as
sets
hav
e be
en re
-gro
uped
, whe
reve
r nec
essa
ry.
NO
TE
S T
O T
HE
FIN
AN
CIA
L S
TA
TE
ME
NT
S F
OR
TH
E Y
EA
R E
ND
ED
31
MA
RC
H 2
012
11T
ang
ible
Ass
ets
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM33
ENNORE COKE LIMITED
34
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
PARTICULARS 31-Mar-12 31-Mar-11
Unsecured, considered good
Long Term Trade Receivables 55,65,26,496 1,97,86,74,576
Security Deposits 83,48,588 1,03,59,249
Other Advances 2,52,39,563 2,58,41,326
Total 59,01,14,647 2,01,48,75,151
14. OTHER NON-CURRENT ASSETS
PARTICULARS 31-Mar-12 31-Mar-11
Raw Materials and Traded Goods* 2,36,83,271 45,99,97,479
Finished Goods* 64,04,45,685 79,06,35,305
Work-in-progress - 64,83,680
Total 66,41,28,956 1,25,71,16,464
* Includes Materials-in-transit of Rs. 35,77,211/- (Previous year Rs. 4,55,13,581)
15. INVENTORIES
PARTICULARS 31-Mar-12 31-Mar-11
Unsecured, considered good
- Receivables over Six Months * 96,17,28,942 6,28,69,458
- Other Receivables@ 284,90,63,590 48,14,49,626
Total 381,07,92,532 54,43,19,084
* Includes dues from Related party Rs. 29,58,86,162/- (Previous year - Nil)
@ Includes dues from Related Party Rs.30,41,52,555/-(Previous year - Rs. 30,46,37,500/-)
16. TRADE RECEIVABLES
PARTICULARS 31-Mar-12 31-Mar-11
Cash-in-Hand 1,74,471 2,37,715
Balance with Banks
- On Current A/c 1,31,29,450 18,81,99,856
- On Deposit A/c 4,43,85,895 4,49,80,864
- Margin Money 21,09,04,168 13,07,10,279
Total 26,85,93,984 36,41,28,714
17. CASH AND CASH EQUIVALENTS
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM34
ENNORE COKE LIMITED
35
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
PARTICULARS 31-Mar-12 31-Mar-11
Unsecured, considered good
Loans and Advances to Employees 10,10,772 9,84,425
Loans and Advances to Related Party 69,22,059 5,33,51,370
Loans and Advances to Others 27,47,50,835 -
Total 28,26,83,666 5,43,35,795
18. SHORT TERM LOANS AND ADVANCES
PARTICULARS 31-Mar-12 31-Mar-11
Other Current Assets 1,64,24,933 99,45,701
Deposits/ Balances with Government Authorities 7,11,20,404 2,51,86,961
Total 8,75,45,337 3,51,32,662
19. OTHER CURRENT ASSETS
PARTICULARS 31-Mar-12 31-Mar-11
Sale of products-Coal 298,71,71,711 139,50,36,673
Sale of products-Coke 334,73,28,507 519,52,82,623
Sale of power Less rebate 34,23,697 -
Total 633,79,23,915 659,03,19,296
Less: Excise Duty 1,04,69,662 3,37,746
Net Sales 632,74,54,253 658,99,81,550
20. REVENUE FROM OPERATIONS
PARTICULARS 31-Mar-12 31-Mar-11
Interest Income 3,99,23,629 4,90,33,176
Gain on Foreign exchange / Forward contract - 1,54,05,479
Agency Income 68,23,734 12,93,45,310
Profit on Sale of Fixed Assets 15,533 -
Insurance Claims received 49,75,000 -
Provisions written back 3,57,165 -
Others 63,800 50,33,496
Sundry balances written off (1,37,17,347) -
Sundry balances written back 1,34,88,067 -
Commission Received - 7,09,13,357
Total 5,19,29,581 26,97,30,818
21. OTHER INCOME
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM35
ENNORE COKE LIMITED
36
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
PARTICULARS 31-Mar-12 31-Mar-11
Raw Material & WIP
Opening Stock 46,64,81,159 19,66,07,893
Add: Purchases 31,99,59,990 114,49,71,930
Less: Closing Stock 2,36,83,271 46,64,81,159
Consumption 76,27,57,878 87,50,98,664
Traded Goods
Purchases 475,65,18,369 546,96,84,170
Less: Trade Discount 6,11,49,436
Purchase of Traded Goods 469,53,68,933 546,96,84,170
(Increase)/ Decrease in Finished Goods 15,01,89,620 (39,49,61,826)
22. COST OF MATERIALS CONSUMED/ PURCHASE OF TRADED GOODS/ CHANGES IN FINISHED GOODS
PARTICULARS 31-Mar-12 31-Mar-11
Salary, Gratuity and Leave Encashment 3,80,33,407 3,60,59,376
Contribution to Provident Fund 19,88,743 21,42,413
Administration & Other Charges 2,16,370 1,84,494
Total 4,02,38,520 3,83,86,283
23. EMPLOYEE BENEFIT EXPENSES
PARTICULARS 31-Mar-12 31-Mar-11
Interest on Term Loans 5,01,49,381 5,64,54,912
Interest on Cash Credit 1,99,27,090 1,76,96,549
Interest to Banks - Others 24,65,538 47,86,372
Interest to Others 6,16,52,218 5,67,12,226
Finance Charges 9,88,46,805 15,03,84,813
Total 23,30,41,032 28,60,34,872
24. FINANCE COSTS
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM36
ENNORE COKE LIMITED
37
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
PARTICULARS 31-Mar-12 31-Mar-11
Manufacturing Expenses
Freight and Forwarding Charges 3,61,40,663 11,09,72,561
Conversion Charges - 4,96,91,296
Contract Services 1,58,92,226 2,10,83,355
Power & Fuel 10,67,412 15,01,865
Repairs & Maintenance 1,37,68,535 2,28,76,362
Other Manufacturing Expenses 3,21,37,205 5,23,61,059
Sub-total 9,90,06,041 25,84,86,498
Administrative Expenses
Rent 5,88,94,708 76,17,449
Rates & Taxes 19,10,894 1,44,61,642
Insurance 50,32,680 82,56,204
Electricity Charges 56,54,821 46,68,909
Advertisement Expenses 7,29,050 60,20,818
Travelling & Conveyance 1,64,01,985 2,36,78,464
Repairs & Maintenance 15,60,398 17,13,593
Printing & Stationery 4,81,533 8,10,444
Postage & Courier 1,21,857 4,32,146
Communication Expenses 14,18,774 20,13,549
Audit Fees & Expenses 24,87,720 21,64,282
Legal and Professional Charges 1 30 93 234 1,21,54,011
Bad Debts written off 3,91,70,387 97,14,919
Loss on Sale of Fixed Asset 4,053 19,174
Loss on Foreign Exchange 3,21,51,078 -
Other Administrative Expenses 2,11,90,479 6,43,56,997
Sub-total 20 03 03 651 15,80,82,601
Total 29,93,09,692 41,65,69,099
25. OTHER EXPENSES
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM37
ENNORE COKE LIMITED
38
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
26. CONFIRMATION OF BALANCES
The Company has not obtained confirmation of balances in respect of
a) Fixed Deposit with State Bank of India, Kolkata amounting to Rs. 2,46,00,000/-
b) Trade Receivables amounting to Rs. 216,68,83,545/-
c) Loans & Advances amounting to Rs. 9 46 77 886 /-
d) Trade Payables amounting to Rs. 210,98,72,477/-
e) Unsecured Loans payable amounting to Rs. 4,18,65,985/-
f) Stock lying with third party sent for conversion–Rs 3,16,28, 838/-
Pending receipt of confirmation and reconciliation of balances, no adjustments have been carried out to thecarrying values of the above amounts for the year ended 31 March 2012. In the opinion of theManagement, the amounts stated in the Balance Sheet are fully realisable/ payable.
27. TAXATION
a) Provision for Income Tax of Rs. 89,80,000/- made for the year represents Minimum Alternate Tax payableunder the provisions of Section 115 JB of the Income Tax Act.
b) Income Tax return for the previous financial year ended 31 March 2011 has not been filed as on 31 March2012. The tax due and the interest payable u/s 234 A/234 B/234 C has been provided upto 31 March 2012.
c) Provision for Tax – Earlier years (Net)
31.03.2009 - Rs 1,44,849/-
31.03.2011 - Rs 1,19,73,836/-
Less : reversal of excess provision Rs 10,82,832/-
Balance Rs 1,10,35,853/-in Rupees
As at As atMarch 31, 2012 March 31, 2011
28. CONTINGENT LIABILITIES
1. a. Guarantees issued by the Company on behalf ofthe related parties 202,74,65,000 1,17,81,816
b. Guarantees issued by the Company on behalf ofothers 21,15,684 21,15,684
2. Letters of Credit issued by Banks and outstanding 4,99,40,800 –
3. Excise duty payable for export of Coke cleared under Bond 1,35,08,244 –
4. Penalty notice issued by Income Tax Department andcontested – A.Y. 2009-10 Not quantifiable –
5. Demand Notice issued for payment of Tax deducted at source 30,97,952 –
29. COMMITMENTS
Estimated amount of contracts remaining to be executed on capitaland not provided for – –
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM38
ENNORE COKE LIMITED
39
in Rupees
As at As atMarch 31, 2012 March 31, 2011
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
30. PAYMENT TO AUDITOR
Statutory Audit 10,00,000 11,40,000
Certification and Other Services 13,57,035 4,10,000
Total 23,57,035 15,50,000
31. EXPENDITURE IN FOREIGN CURRENCY (ACCRUAL BASIS)
Travelling Expenses 42,30,831 18,05,890
32. EARNINGS IN FOREIGN CURRENCY (ACCRUAL BASIS)
Export Sale 1,36,21,405 142,54,60,133
33. VALUE OF IMPORTS ON CIF BASIS IN RESPECT OF:
Raw materials – 27,27,20,617
Traded Goods 35,20,54,177 74,94,69,105
34. VALUE OF RAW MATERIALS (COAL) CONSUMEDDURING THE YEAR:
Imported – – 14,09,32,076 16%
Indigenous 75,62,74,198 100% 74,06,50,268 84%
Total 75,62,74,198 100% 88,15,82,344 100%
35. OPERATING LEASE
The Company has its office premises under operating lease arrangement which is cancellable at the option ofthe Company, by providing 3 months prior notice. The Company is incurring lease rent for the leasehold landreferred in note11 of Notes to Financial Statements which is non-cancellable lease.
The total of future minimum lease payments under non-cancellable operating leases for each of the followingperiods as at March 31, 2012
As at As atMarch 31, 2012 March 31, 2011
Not Later than one year 58,629 55,837
Later than one year not later than five years 2,65,334 2,52,699
Later than five years 6,91,42,522 6,92,13,787
As at As atMarch 31, 2012 March 31, 2011
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM39
ENNORE COKE LIMITED
40
NOTES TO THE FINANCIAL STATEMENTS (Contd.)in Rupees
As at As atMarch 31, 2012 March 31, 2011
36. GRATUITY AND OTHER POST EMPLOYMENT BENEFIT PLANSFor determining the gratuity/leave encashment liability of theCompany, the following actuarial assumptions were used:
Discount Rate 8.50% 8.25%
Salary escalation rate 6.00% 6.00%
Attrition rate 2.00% 2.00%
Expected rate of return on Plan Assets Unfunded Unfunded
GratuityChanges in the present value of the obligation (PVO) – Reconciliationof opening and closing balances:PVO as at the beginning of the period 13,56,781 6,91,880
Interest Cost 1,15,326 57,080
Current service cost 4,54,879 5,84,369
Past service cost - (non-vested benefits) – –
Past service cost - (vested benefits) – –
Benefits paid (25,702) –
Actuarial loss/(gain) on obligation (6,84,087) 23,452
PVO as at the end of the period 12,17,197 13,56,781
Actuarial gain / loss recognised
Actuarial gain / (loss) for the period - Obligation (6,84,087) 23,452
Actuarial gain / (loss) for the period- Plan Assets – –
Total (gain) / loss for the period (6,84,087) 23,452
Actuarial (gain) / loss recognized in the period (6,84,087) 23,452
Unrecognized actuarial (gain) / loss at the end of the year (6,84,087) 23,452
Amounts recognized in the Balance Sheet and related analysisPresent value of the obligation 12,17,197 13,56,781
Fair value of plan assets – –
Difference 12,17,197 13,56,781
Liability recognized in the balance sheet 12,17,197 13,56,781
Expenses recognized in the statement of profit and loss:Current service cost 4,54,879 5,84,369
Interest Cost 1,15,326 57,080
Expected return on plan assets – –
Net actuarial (gain)/loss recognised in the year (6,84,087) 23,452
Past service cost - non-vested benefits – –
Past service cost - vested benefits – –
Expenses recognized in the statement of profit and loss (1,13,882) 6,64,901
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM40
ENNORE COKE LIMITED
41
36. GRATUITY AND OTHER POST EMPLOYMENTBENEFIT PLANS (Contd.)Movements in the liability recognized in the Balance sheetOpening net liability 13,56,781 6,91,880
Expense as above (1,13,882) 6,64,901
Contribution paid (25,702) -
Closing net liability 12,17,197 13,56,781
Amount for the current period
Present Value of obligation 12,17,197 13,56,781
Plan Assets – –Surplus (Deficit) (12,17,197) (13,56,781)
Experience adjustments on plan liabilities -(loss)/gain (6,84,087) 23,452
Experience adjustments on plan assets -(loss)/gain – –
37. EARNINGS PER SHARENet Profit after Taxes (Rs.) 2,01,70,680 4,85,04,704
Nominal Value Per Share (Rs.) 10 10
Weighted Average Number of Equity Shares 1,55,00,000 1,55,00,000
Earnings per Share - Basic and Diluted (Rs.) 1.30 3.13
NOTES TO THE FINANCIAL STATEMENTS (Contd.)in Rupees
As at As atMarch 31, 2012 March 31, 2011
38. RELATED PARTY DISCLOSURES1. Holding Company Haldia Coke and Chemicals Private Limited
2. Key Managerial Personnel 1. Mrs. Vathsala Ranganathan (Managing Director)(Up to March 02, 2012)
2. Mr. Ganesan Natarajan (Whole Time Director)
3. Fellow Subsidiaries Wellman Coke India LimitedTiger American Minerals Inc., USA(formerly Reed Shriram Minerals Inc., USA)Iaeger Minerals Inc., USA(formerly Shriram Minerals Inc., USA)
4. Enterprises over which person in (2) Shriram EPC Limitedabove are able to exercise significant Shriram Auto Finance, partnership firminfluence. Shriram Auto Finance LLP
Hamon Shriram Cottrell Private LimitedShriram Letwind LimitedShriram SEPL Composites LimitedBlackstone Group Technologies Private LimitedLeitner Shriram Manufacturing LimitedOrient Green Power Company LimitedChem Projects Consulting Private LimitedBlackgold Chemicals Private LimitedPremier Energy and Infrastructure LimitedTheta Management Consultancy Private LtdEMAS Engineers & Contractors Private Limited.
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM41
ENNORE COKE LIMITED
42
NOTES TO THE FINANCIAL STATEMENTS (Contd.)5. Transactions with Related Parties
Holding Company Fellow Subsidiaries Parties referred innote 38(2) & (4) above
Iaeger Minerals Inc, USA Fellow Subsidiary 51,15,65,000 –
6. Debts due from the same Management
Wellman Coke India Limited 60,00,38,717 30,46,37,500
Particulars Relationship As at As at31-12-2012 31-12-2011
in Rupees
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
39. DISCLOSURES UNDER LISTING AGREEMENT
As required by the amendment to Clause 32 of the listing agreementvide SEBI circular no. 2 / 2003 of 10th January, 2003, the followingdisclosure has been made:
• Loans and advances in the nature of loans to subsidiaries: Nil
• Loans and advances in the nature of loans to associates: Nil
• Loans and advances in the nature of loans to firms/companies inwhich directors are interested:
Name of the Company Maximum OutstandingAmount as on
due 31 March 2012
Emas Engineers & Contractors Private Ltd 4,87,38,356 69,22,059
Premier Energy & Infrastructure Ltd 1,88,96,165 Nil
• Investments by Loan in the shares of the Company as on 31 March 2011:Nil.
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM44
ENNORE COKE LIMITED
45
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
40. SEGMENT REPORTING
The Company is engaged in the business of manufacturing and trading of coke/coal and generation of power,which as per Accounting Standard 17 on “Segment Reporting” are considered to be different reportablebusiness segment.
The Company is operating in India which is considered as a single geographical segment.
TOTAL CAPITAL EMPLOYED 63,08,04,777 37,75,02,009 26,89,80,368 127,72,87,145
As per our report attachedFor Sreedhar, Suresh & RajagopalanChartered AccountantsFirm Registration No. 003957SS. SUBRAMANIAMPartnerM. No. 025433Place : ChennaiDate : 22.05.2012
For and on behalf of the Board of Directors
Sd/- Sd/-Whole-time Director Director
Sd/-Company Secretary & CFO
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM45
This is the Cash Flow Statement referred to in our report of even date.
Cash Flow Statement for the year ended 31 March 2012in Rupees
Year ended Year ended31st March 2012 31st March 2011
A CASH FLOW FROM OPERATING ACTIVITIESProfit before tax from continuing operations 4,84,04,226 7,42,17,868Profit before tax from discontinuing operationsProfit before tax 4,84,04,226 7,42,17,868Non-cash adjustment to reconcile profit before tax to net cash flowsDepreciation/ Amortisation 14,99,63,383 9,46,83,238Interest Expense 15,06,28,095 16,98,43,361Loss on Sale of Asset 4,053 19,174Provision for Gratuity and Leave encashment (1,53,388) 17,33,406Profit on Sale of Fixed Asset (15,533)Liabilities no longer required written back (2,03,777)Sundry Balances Written Back (8,53,552)Interest Income (3,99,23,629) (4,90,33,176)Bad Debts 3,91,70,388 97,14,919
Operating Profit before working capital changes 34,70,20,265 30,11,78,789Movements in working capital:Increase/ (Decrease) in Trade Payables 307,14,54,141 276,11,92,581Increase/ (Decrease) in Long Term Provisions 3,72,46,503Increase/ (Decrease) in Short Term Provisions (3,77,14,018)Increase/ (Decrease) in Other Current Liabilities (26,56,373)Increase/ (Decrease) in Other Long term Liabilities (159,16,44,518)Decrease/ (Increase) in Trade Receivables (330,56,44,490) (332,10,23,137)Decrease/ (Increase) in Inventories 59,29,87,508 (66,48 35 092)Decrease/ (Increase) in Long Term Loans & Advances 4,45,179 (5,14,41,832)Decrease/ (Increase) in Short Term Loans & Advances (22,83,47,871)Decrease/ (Increase) in Other Current Assets (5,20,56,404)Decrease/ (Increase) in Other non-Current Assets 142,47,60,504Cash Generated from/ (used in) operations 25,58,50,426 (97,49,28,691)Direct Taxes Paid (Net of Refunds) (16,11,346) (4,47,00,616)Net Cash Flow From/ (Used in) operating Activities (A) 25,42,39,080 (101,96,29,307)CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets including intangible assets, CWIP and (2,21,35,193) (2,92,70,015)Proceeds from sale of fixed assets 50,000 1,000Margin Money Deposit (7,88,07,761) 17,38,06,471Interest Received 3,99,23,629 4,54,75,162Net Cash Flow From/ (Used in) Investing Activities (B) (6,09,69,325) 19,00,12,618CASH FLOW FROM FINANCING ACTIVITIESProceeds/ (Repayments) from Long-term borrowings (7,80,08,361) (12,27,95,663)Proceeds/ (Repayments) from short-term borrowings (14,03,42,401) 118,63,93,622Interest Paid (14,92,61,475) (17,70,48,073)Net Cash Flow From/ (Used in) Financing Activities (C) (36,76,12,238) 88,65,49,886Net Increase/ (decrease) in cash and cash equivalents (A+B+C) (17,43,42,482) 5,69,33,197Cash and Cash equivalents at the beginning of the year 19,13,18,427 13,43,85,230Cash and Cash equivalents at the end of the year 1,69,75,945 19,13,18,427NOTE:Cash and Cash equivalents as per Balance Sheet 26,85,93,984 36,41,28,714Less: Margin Money treated as investment 25,16,18,039 17,28,10,287Cash and Cash equivalents as Cash Flow Statement 1,69,75,945 19,13,18,427
As per our report attachedFor Sreedhar, Suresh & RajagopalanChartered AccountantsFirm Registration No. 003957SS. SUBRAMANIAMPartnerM. No. 025433Place : ChennaiDate : 22.05.2012
For and on behalf of the Board of Directors
Sd/- Sd/-Whole-time Director Director
Sd/-Company Secretary & CFO
NEW 03 ECL ar 2012.pmd 01/09/2012, 6:58 PM46
ENNORE COKE LIMITEDRegistered Office : 3rd Floor, Egmore Benefit Society Building
No. 25, Flowers Road, Kilpauk, Chennai - 600 084
ATTENDENCE SLIP
To be handed over at the entrance of the Meeting Hall.
Name of the Shareholder attendingthe Meeting (in Block Letters) :
Member’s Folio Number / DP.ID :
Client.ID :
Number of Shares held :
I hereby record my presence at the 27th Annual General Meeting being held on Wednesday, the26th September 2012 at 10.15 a.m. at Krishna Gana Sabha, Mini Hall, 20, Maharajapuram SanthanamRoad, T. Nagar, Chennai - 600 017.
Member’s / Proxy’s Signature.✃ ✃
ENNORE COKE LIMITEDRegistered Office : 3rd Floor, Egmore Benefit Society Building
No. 25, Flowers Road, Kilpauk, Chennai - 600 084
PROXY FORM
I/We ....................................................................................................................... Son of / wife of / daughter
of...................................................................... residing at ..................................................................... being a
Member / Members of Ennore Coke Limited do hereby appoint .................................. son of / wife of /
daughter of ........................................................... or failing him ................................ son of / wife of / daughter
of ..................................... as my/our proxy to attend and vote for me/us on my/our behalf at the
27th Annual General Meeting held on Friday, the 26th September 2012 at Krishna Gana Sabha, Mini
Hall, 20, Maharajapuram Santhanam Road, T. Nagar, Chennai - 600 017 and at any adjournment thereof.
Signed this .................................. day of ..................................... 2012.
Number of Shares held ......................... Regd. Folio Number ..............................
DP.ID : .................................................... Client ID : ..............................................
Note : The Proxy Form must be deposited at the Registered Office of the Company not less than48 hours before the time of holding the meeting.
![[Rajagopal]_Bringing Wind Energy to Market](https://static.documents.pub/doc/80x56/577cc04a1a28aba7118f8f0d/rajagopalbringing-wind-energy-to-market.jpg)
